The Top-Line Numbers

Let's start with the financial picture, because SpaceX has been famously opaque about its actual numbers for two decades. SpaceX generated $18.674 billion in revenue in 2025, up from $14.015 billion in 2024 and $10.387 billion in 2023. That works out to a three-year compound annual growth rate of roughly 34%, which is impressive for a company already pulling in north of $10 billion when the period started.

But the picture gets stranger when you look at profitability. The company reported a loss from operations of $2.589 billion in 2025, swinging from a $466 million operating profit in 2024. Net loss for 2025 was $4.937 billion. The Q1 2026 numbers are even uglier on the surface, with a $1.943 billion operating loss and a $4.276 billion net loss on $4.694 billion in revenue.

The reason for the swing is simple: the AI segment. We'll get to that in a minute, but the short version is that SpaceX completed its acquisition of xAI in February 2026, and the financials have been retrospectively recast to combine the two companies for all periods presented. That means the numbers you're seeing above include xAI losses going back to 2023.

Three Businesses Under One Roof

SpaceX now reports in three segments, and the differences between them are massive. Here's the breakdown for full-year 2025: The Connectivity business, which is essentially Starlink, is the actual cash machine. It generated $11.4 billion in revenue in 2025, up 49.8% year over year, and threw off $7.17 billion in Segment Adjusted EBITDA at a 63% margin. Connectivity EBITDA grew 86.2% year over year.

The Space segment, which is the rocket business including launch services to NASA, the Department of Defense (which the filing calls the "Department of War"), and commercial customers, generated $4.09 billion in revenue and $653 million in EBITDA. The launch business is profitable but tiny compared to Starlink.

The AI segment is xAI plus X (formerly Twitter). It generated $3.20 billion in revenue in 2025 and lost $1.24 billion at the EBITDA line. Operating loss was $6.36 billion. This is the segment that is dragging the entire consolidated picture into the red.

Segment	2025 Revenue	2025 EBITDA	2025 Capex
Space	$4.086B	$0.653B	$3.832B
Connectivity (Starlink)	$11.387B	$7.168B	$4.178B
AI (xAI + X)	$3.201B	($1.237B)	$12.727B
Total	$18.674B	$6.584B	$20.737B

That capex line is what should jump out. SpaceX spent $20.7 billion on capital expenditures in 2025. The AI segment alone consumed $12.7 billion of that, which is more than Space and Connectivity combined. That money is going into data center construction, GPU purchases, and power infrastructure for xAI's training clusters.

The Starlink Engine (And Its Falling ARPU)

Starlink is the part of the business that's actually printing money, and the subscriber numbers are remarkable. The company added 5.3 million new Starlink subscribers between Q1 2025 and Q1 2026, going from 5.0 million to 10.3 million in twelve months. That's a doubling of the customer base. But here's where things get more complicated. Starlink ARPU (average revenue per user, per month) has been falling fast. Look at the trend: Starlink ARPU has gone from $99 in 2023 to $66 in Q1 2026. That's a 33% decline in three years. The bull case is that subscriber growth has more than offset the ARPU decline (revenue is still growing rapidly), and the falling ARPU reflects Starlink expanding into lower-income emerging markets and adding lower-priced tiers. The bear case is that Starlink is now competing against terrestrial broadband in markets it didn't used to compete in, and pricing pressure is real and getting worse.

The S-1 doesn't editorialize, but my read is that Starlink is trading dollars for scale. They want to lock in as many customers as possible before competing constellations (Amazon's Kuiper, China's Guo Wang and SatNet) get to commercial scale.

The xAI Twist: SpaceX Now Owns Twitter

If you're looking at this filing and wondering why an aerospace company suddenly has an AI segment, here's the corporate history laid out cleanly in the S-1:

Date	Event
March 28, 2025	xAI acquires X Holdings Corp. (parent of Twitter/X)
February 2, 2026	SpaceX acquires xAI (which now includes X)
May 4, 2026	SpaceX executes a 5-for-1 stock split
May 20, 2026	S-1 filed with SEC

What this means: the company you're going to be able to buy shares in is no longer just a rocket and satellite company. It's a rocket and satellite company that also owns one of the largest social media platforms in the world, one of the leading AI labs, the COLOSSUS and COLOSSUS II data centers in Memphis and Mississippi, and a chip manufacturing initiative called Terafab being built with Tesla and Intel.

The AI segment had 1.3 billion supported accounts active in the last twelve months as of March 31, 2026, with approximately 550 million monthly active users generating 350 million daily posts. Grok had approximately 117 million MAUs that used its AI features.

The Anthropic Plot Twist (This Is The One That Got Me)

Here's the detail I mentioned at the top that made me put down my coffee. Buried in the "Recent Developments" section of the S-1 is this: Let me restate that. Anthropic, which makes Claude and is xAI's direct competitor in the frontier AI model space, has signed a contract to pay SpaceX (xAI's parent) $1.25 billion per month for compute capacity. That contract runs from June 2026 through May 2029, which works out to approximately $45 billion in total contract value over the 36-month term.

There are a few ways to read this. The simplest interpretation is that xAI has built out so much compute capacity at COLOSSUS and COLOSSUS II that it can't use it all internally, and renting the spare capacity to Anthropic is a way to monetize the overhead. The S-1 is explicit about this strategy, calling it a "dual monetization strategy" that provides "multiple pathways to generate returns on invested capital."

The other way to read it is that Anthropic is willing to write checks of this size because GPU and data center capacity is so scarce that even your direct competitor's infrastructure is worth paying for. The agreement can be terminated by either party on 90 days' notice, which is interesting given the size of the dollar figure involved.

Either way, the optics are unusual: SpaceX's IPO prospectus is showing investors a massive AI compute revenue stream that is coming from xAI's largest competitor.

The Cursor Option (And The $10 Billion Breakup Fee)

A second weird disclosure that hasn't gotten much attention yet: in April 2026, SpaceX entered into a compute agreement plus an option agreement with Anysphere, Inc. (which does business as Cursor, the popular AI-powered code editor).

Under the option agreement, SpaceX has the right (but not the obligation) to acquire Cursor at a predetermined price implied at a $60 billion equity value. If SpaceX decides not to exercise the option, or if Cursor terminates because of a SpaceX material breach, the breakup mechanics kick in:

• $1.5 billion termination fee under the option agreement
• $8.5 billion deferred services fee under the compute agreement
• Total potential breakup payment: $10 billion

These fees are payable in cash, or in Class A common stock if the IPO has not closed when they become payable. So Cursor is essentially saying: "We'll let you have the option to buy us at $60 billion, but if you walk away, you owe us $10 billion." That's a remarkable structure for what is technically a software development tools company.

The Tesla / SpaceX / X / Boring Co. Money Web

The S-1's related-party transactions section (Note 18 in the financial statements) is the section that institutional fiduciaries have been most alarmed by. It discloses the actual dollar flows between SpaceX and the other companies Musk leads. The numbers are bigger than I expected.

Transaction	Amount	Period
Tesla cash investment in xAI (Series E Preferred)	$2,000M	January 2026
xAI/Tesla goods (Megapack products)	$506M	FY 2025
xAI/Tesla goods (Megapack products)	$191M	FY 2024
SpaceX/Tesla commercial agreements	$144M	FY 2025
SpaceX/Tesla commercial agreements	$4M	FY 2024
SpaceX/Tesla commercial agreements	$11M	FY 2023
SpaceX invoiced Tesla for aircraft use	$2M	FY 2025
SpaceX paid Boring Co. for Bastrop tunnels	$1M	FY 2025
xAI lease to Musk Industries LLC	$2M	FY 2025
X lease payments to Boring Company	$1M	FY 2025

The most consequential of these is the first one. In January 2026, Tesla agreed to invest $2 billion in xAI through a purchase of Series E Redeemable Convertible Preferred Stock. The transaction was subject to regulatory approval, which came through after the SpaceX-xAI merger closed. As a result, on March 12, 2026, Tesla received 3.8 million shares of SpaceX Class A common stock (on a pre-2026 Stock Split basis) in place of the original xAI preferred stock.

Restated in plain language: Tesla shareholders' money was used to buy SpaceX equity at a specific implied valuation, before SpaceX had public shareholders or an independent compensation committee to evaluate whether the deal terms were fair. The two companies share a CEO. The CEO sits on both boards. The deal happened entirely within Musk's ecosystem of controlled entities. Pension fund signatories of the May 13 Comptroller letter cited this transaction specifically as evidence of the governance concerns they wanted addressed before the IPO.

The xAI/Tesla goods purchases are also worth pausing on. xAI bought $506 million of Megapack battery products from Tesla in 2025, growing from $191 million in 2024. Megapacks are utility-scale lithium-ion batteries used to stabilize power grids and to provide backup power to data centers. The xAI/Tesla flow effectively converts Tesla manufacturing capacity into xAI compute infrastructure, with both companies benefiting from the related-party flow but with the customer/supplier relationship priced inside Musk's controlled ecosystem rather than through arm's length negotiation.

The aircraft billing line is the most unusual disclosure. SpaceX owns and operates aircraft that are used by Musk in his capacity as CEO of Tesla, and bills Tesla for that usage. The flow is in millions of dollars per year. The S-1 notes that these arrangements are "subject to rules of the Federal Aviation Administration." There is also a separate set of co-owned aircraft used for SpaceX business at additional cost.

Two additional disclosures from this section are worth flagging. First, SpaceX paid The Boring Company $1 million in 2025 for tunnel construction in Bastrop, Texas (where SpaceX has its main Starlink manufacturing facility). Second, xAI leases real property from "Musk Industries LLC," an entity owned by Mr. Musk directly. Under this arrangement, xAI paid $500,000 in 2024, $2 million in 2025, and $200,000 in the first two months of 2026. A separate Musk-controlled entity is therefore receiving rent from a subsidiary of the company that Musk also controls. None of these flows are individually material to the consolidated financial statements, but the pattern of cross-billing among Musk-controlled entities is exactly what the May 13 Comptroller letter flagged as a governance concern.

The Intangible Asset Problem

One quieter consequence of the xAI/X consolidation is that SpaceX now carries a large book of intangible assets that are not aerospace-related. The S-1's intangibles table for March 31, 2026 shows the following finite-lived intangible assets on the balance sheet:

Asset Category	Useful Life	Gross Value	Net Value
User Base	9.0 years	$1,277M	$791M
Advertising Customer Relationships	5.0 years	$745M	$235M
Brand	5.0 years	$735M	$368M
Existing Technology	3.0 years	$27M	$10M
Acquired Workforce	2.0 years	$11M	$9M
Total		$2,795M	$1,413M

The world's leading aerospace manufacturer now carries $791 million of net "User Base" on its balance sheet and $235 million of net "Advertising Customer Relationships." These are accounting artifacts of the X/Twitter consolidation working through the rocket company's financial statements, but they make the corporate identity of SpaceX-as-aerospace-company harder to define in any clean sense. Annual amortization expense from these intangibles ran $786 million in 2025, $847 million in 2024, and $738 million in 2023.

10 Things In This S-1 That Might Genuinely Surprise You

The team and I went through the entire prospectus looking for things that weren't being widely reported. Here are the ten findings we thought were most worth surfacing:

The $28.5 Trillion TAM Claim

Every S-1 needs a total addressable market section, and SpaceX's is an all-timer. The company claims a quantifiable TAM of $28.5 trillion, and explicitly notes that the figure excludes China and Russia.

Segment	TAM Estimate	Notes
Space	$370B	Space-enabled solutions
Starlink Broadband	$870B	Global fixed broadband
Starlink Mobile	$740B	Satellite-to-mobile services
AI Infrastructure	$2.4T	Data center compute
AI Consumer Subscriptions	$760B	Grok and similar
AI Advertising	$600B	Digital ad market
AI Enterprise Applications	$22.7T	Macrohard, agentic workflows
Total	$28.5T	Excluding China and Russia

For comparison, global GDP in 2024 was approximately $110 trillion. SpaceX is claiming a serviceable addressable market equivalent to roughly 26% of all global economic output.

The $22.7 trillion figure for "AI Enterprise Applications" is doing most of the heavy lifting here. That number is based on the theory that AI agents will replace large portions of white-collar labor, and SpaceX (through Macrohard, the joint venture with Tesla) will capture a meaningful slice of that displacement. Make of that what you will.

The Launch Numbers Are Still The Most Impressive Part

For all the talk about AI and satellites and IPO mechanics, the foundational fact about SpaceX is still that it launches rockets at a cadence no one else can match. In 2025, SpaceX conducted 170 orbital launches. For context, China had approximately 70 launches in 2025, and the entire rest of the world combined (Russia, Europe, India, Japan, etc.) accounted for fewer than 40 more. SpaceX is responsible for over 80% of all mass to orbit globally.

The cumulative figures are worth pausing on:

• Approximately 650 total orbital launches in company history
• Over 540 of those used a flight-proven (previously-flown) booster
• Falcon 9: 620 launches, over 99% mission success rate
• Falcon Heavy: 11 launches, 100% mission success rate
• Dragon spacecraft: 78 crewmembers from 20 countries flown since 2020
• Starship: 11 flight tests, with the 12th scheduled
• Cumulative mass to orbit: approximately 7,400 metric tons

The S-1 cites a NASA study that found Falcon 9 reduced launch cost from a historical average of $18,500 per kilogram to approximately $2,700 per kilogram, an 85% reduction. SpaceX's stated goal for Starship is a further 99% reduction.

The Dual-Class Structure (And Why It Matters)

SpaceX is going public as a "controlled company" under Nasdaq listing rules. Here's how the share structure works:

Share Class	Votes Per Share	Notes
Class A common	1 vote	What public investors will buy
Class B common	10 votes	Held primarily by Elon Musk

The voting power percentages are still blank in the preliminary prospectus, but the structure is clear: Elon Musk will retain majority voting control after the IPO, will be entitled to elect a majority of the board of directors through his Class B shares, and the company will be exempt from several Nasdaq corporate governance requirements as a "controlled company."

In practical terms, this means buying SpaceX shares gets you an economic interest in the business but minimal influence over corporate decisions. This is the same playbook used by Meta, Alphabet, and several other large tech IPOs.

Per pre-filing reporting from Reuters and confirmed in the registration statement, Musk will hold approximately 79% of the voting power despite owning only around 42% of the economic equity. That gap is the entire point of the two-class structure.

The "Self-Vote" Removal Clause

This is the provision that has institutional investors most concerned, and the language is straight from the S-1: Read that carefully. Musk personally controls the majority of Class B common stock. Class B holders are the only ones who can vote to remove him from the board, the CEO position, or the Chairman position. Which means, in practical terms, Musk can only be removed from the company by himself voting to remove himself.

The S-1 acknowledges this directly, noting that if Musk "retains a significant portion of his holdings of Class B common stock for an extended period of time, he could continue to control the election and removal of a majority of our board." This is the most management-favorable governance provision ever brought to U.S. public markets at this scale, by a comfortable margin.

Gwynne Shotwell's Option Pool

Buried in the Executive Compensation section is the detail that SpaceX President and COO Gwynne Shotwell holds approximately 4.9 million unexercisable Class C stock options across five separate grants. The strike prices range from $8.3998 per share (April 2031 expiration) up to $42.40 per share (October 2035 expiration). At any reasonable IPO valuation, these options become enormously valuable, positioning Shotwell as one of the highest-compensated executives in the aerospace industry. The grants also serve a structural purpose: they tie Shotwell's financial outcome to milestones that extend a full decade past the IPO, anchoring continuity at the operational top of the company.

The Institutional Pushback (And The CalPERS/NYC Letter)

The governance provisions described above have triggered a public rebuke from major institutional fiduciaries that is itself unusual in scale. On May 13, 2026 (one week before the S-1 filing), NYC Comptroller Mark Levine, NYS Comptroller Thomas DiNapoli, and CalPERS CEO Marcie Frost sent a joint letter directly to Elon Musk and Gwynne Shotwell at SpaceX. The three signatories collectively oversee more than $1 trillion in pension assets across the New York State Common Retirement Fund, the five New York City public pension systems, and the California Public Employees' Retirement System.

Their letter requests that SpaceX make the following changes before going public:

• Adopt a one-share, one-vote structure
• Implement a seven-year sunset on super-voting shares
• Eliminate the provision conditioning Musk's removal on his own vote
• Ensure a majority-independent board and separate CEO and Chair roles
• Maintain independent compensation, nominating, and audit committees
• Eliminate the mandatory arbitration provision for shareholder claims
• Forgo the Texas three-percent threshold for derivative actions
• Require all material related-party transactions involving Musk to receive independent approval

The letter explicitly notes that Musk currently serves as CEO, CTO, and Chair of SpaceX while also leading Tesla, X, xAI, The Boring Company, and Neuralink. The institutional investors flagged that the simultaneous Tesla and SpaceX compensation packages place the two companies in "the unusual position of essentially competing against one another for the focused attention of their shared chief executive."

A joint letter from this combination of signatories is rare. CalPERS, NYS, and NYC pension funds together control enough capital that institutional ignoring this letter is a real choice, not a default. So far, SpaceX has not publicly responded to any of the requests, and none of them appear to have been addressed in the S-1 as filed.

The Mars Colony Compensation Package (Yes, Really)

This is the section of the filing that has gotten the least mainstream press attention so far, and it's also the most extraordinary thing in the document. Pre-filing reporting by Reuters in late April 2026 had described a 200-million-share package. The actual S-1 reveals a structure that is several times larger than what was publicly reported.

Award #1: The 1 Billion Share Grant (January 13, 2026)

The S-1 discloses that on January 13, 2026, the SpaceX board approved a grant of 1 billion performance-based restricted shares of Class B common stock to Musk. The shares vest only upon achievement of BOTH (i) specified market capitalization milestones across 15 equal tranches AND (ii) the establishment of a permanent human colony on Mars with at least one million inhabitants.

Following the xAI merger, the tranches were equitably adjusted to the following structure: Every tranche has dual triggers. The first tranche needs a $500 billion market cap AND a million-person Mars colony to vest. The fifteenth needs $7.5 trillion AND a million-person Mars colony. There is no tranche that vests on market cap alone.

Award #2: The 302 Million Share Grant (March 23, 2026)

In connection with the xAI Merger, SpaceX assumed a performance stock award originally granted to Musk by xAI on November 26, 2025. The first valuation milestone of that original award had already been achieved before the xAI merger, and Musk received 25,172,695 shares of SpaceX Class A in settlement.

On March 23, 2026, that assumed award (and the 25.17 million already-issued shares) were cancelled and replaced with a new grant of 302,072,285 performance-based restricted shares of Class B common stock. The new award has 12 equal tranches at market cap milestones from $1.065 trillion to $6.565 trillion (in $500 billion steps), AND requires completion of non-Earth-based data centers capable of delivering 100 terawatts of compute per year. The reason this matters legally is not just the spectacle. By writing the colonization of Mars and the construction of orbital data centers at planetary-energy scale into the CEO's contractual compensation, SpaceX has essentially redefined its corporate fiduciary duty. Public shareholders buying into this IPO are legally acknowledging that the company's mandate is not terrestrial profitability in any conventional sense, but interplanetary expansion. Massive capital expenditures on Mars infrastructure, lunar bases, and 100-terawatt orbital data centers are not waste of corporate assets under this framework. They are directly required to satisfy the CEO's performance milestones.

100 terawatts, for context, is roughly equivalent to the simultaneous output of 100,000 one-gigawatt nuclear reactors. Total US electricity generation capacity is approximately 1.2 terawatts. So Award #2 alone requires building, in space, compute infrastructure that consumes roughly 80 times the entire electrical generation capacity of the United States.

Risk Factor Highlights (The Stuff Nobody Wants You To Read)

The Risk Factors section runs from page 26 to page 64. The team flagged the most notable ones:

• Starship dependency: The growth strategy is "highly dependent" on Starship development. Falcon 9 and Falcon Heavy CANNOT deploy V3 broadband satellites or V2 Mobile satellites. If Starship is significantly delayed, the entire constellation modernization plan stalls.
• $29.1 billion in debt: As of March 31, 2026, total principal indebtedness outstanding was $29.132 billion. The company entered into a Bridge Loan facility with Goldman Sachs in March 2026.
• Spectrum dependency: Starlink Mobile requires spectrum acquired from EchoStar. That deal was approved by the FCC on May 12, 2026 but isn't expected to close until November 2027.
• Irish Data Protection Commission inquiry: A large-scale GDPR inquiry launched in February 2026, focused on processing of European personal data, including children's data, through Grok's integration with X.
• FTC inquiry on chatbots and minors: The Federal Trade Commission has opened an inquiry into how AI companies including xAI evaluated safety of chatbots acting as companions to children and teens.
• "Spicy" and "Unhinged" mode risks: The S-1 explicitly acknowledges litigation risk including putative class actions concerning "nonconsensual explicit images or content representing children in sexualized contexts."
• No long-term GPU contracts: SpaceX procures GPUs from suppliers (read: Nvidia) "on a purchase-order basis" with no long-term contractual arrangements. This is unusual for a company spending $12+ billion per year on AI infrastructure.
• Natural gas dependency: The S-1 discloses that SpaceX "currently relies significantly on natural gas and gas turbine technology to power our data center operations." This contradicts the company's frequent green energy messaging.

Who's Underwriting This Thing

The underwriting syndicate for the SPCX IPO is one of the most stacked in recent memory: That's 23 underwriters total. Goldman Sachs is in the lead-left position, which is the most prestigious slot in the syndicate.

Use Of Proceeds (What They'll Do With The Money)

The "Use of Proceeds" section is short, and there are no dollar figures filled in yet because the offering size hasn't been set. But the priority list is:

1. Expansion of AI compute infrastructure
2. Enhancements to launch infrastructure and launch vehicles
3. Increases in the scale and capacity of the satellite constellations
4. Remaining amounts for general corporate purposes

Note the order. AI compute infrastructure is listed first. Even in the company's own ranking, the rocket business is no longer the primary use of growth capital.

What Happens Next (And At What Price)

The S-1 is the start of the IPO process, not the end. Per Reuters and Bloomberg reporting, the company is targeting a roadshow kickoff around June 4, 2026, pricing on June 11, and a listing date of June 12, 2026. That timeline is aggressive but plausible given how thoroughly the document has been pre-baked. Reported deal mechanics that are not yet visible in the S-1 itself but have been widely reported:

• Target valuation: $1.75 trillion to $2.0 trillion
• Target raise: up to $75 billion in primary proceeds
• Retail allocation: up to 30% of the offering, roughly three times the standard for an IPO of this size. On a $75B raise, that implies up to $22.5 billion of shares earmarked for retail investors.
• Implied share price: approximately $147-$150 per share at the midpoint of the valuation range, based on a fully diluted share count of approximately 11.87 billion shares
• Index inclusion: index providers including Nasdaq are reportedly preparing for rapid index inclusion post-IPO, which would force passive funds to acquire shares regardless of governance concerns

Here's what the rest of the process looks like:

• SEC review: The SEC will review the filing and issue comments. SpaceX will respond with amended versions (S-1/A filings). Expect multiple rounds.
• Roadshow: Around June 4, the underwriters will take SpaceX management on a roadshow to pitch institutional investors.
• Price range announcement: The preliminary prospectus will be updated with a price range, expected a few days before pricing.
• Pricing and listing: The shares get priced June 11 (reportedly), and SPCX begins trading on Nasdaq and Nasdaq Texas the next morning.

The 30% retail allocation is the most strategically interesting choice in the offering structure. By routing such a large chunk of the deal to retail investors rather than the standard institutional book, SpaceX significantly constricts the free float available to institutional buyers. Combined with accelerated index inclusion, this creates a setup where passive index funds will be forced to acquire shares post-IPO at whatever price the market clears, regardless of their internal models on governance concerns. That dynamic is probably worth several percentage points of valuation in the immediate aftermarket.

This is one of those filings that I expect to keep re-reading over the next several weeks. There's a lot more in here than what we covered in this piece, including the full executive compensation section that the team is still working through, the related-party transactions (especially everything involving Tesla, X, and The Boring Company), and the share ownership table that will tell us exactly how the cap table looks. We'll dig into those in follow-up pieces.

For now, the headline is simple: the most valuable private company in America has filed to go public at the largest IPO valuation in history, and the document is a wild read.