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SpaceX S-1 filing, read

IPO prospectus · 424B4 filed 12 June 2026 · 4 versions on file · 406 printed pages read

Space Exploration Technologies Corp filed its 424B4 with the SEC on 12 June 2026. This is what it says, read from the printed pages by code with no AI, in a fixed order: four questions about the business, and the price last. Every figure carries the page it was printed on. SpaceX now trades as SPCX: its results since the listing are on its company page.

Offer price$135set in this filing cover
Revenue$4.7B3M 2026 +15% on the year before p.F-64
Revenue$18.7BFY2025 +33% on the year before p.F-5
Net result-$4.9BFY2025 p.F-8
Operating cash$6.8BFY2025 p.F-8
Cash$24.7BFY2025 p.F-4
Debt$22.9BFY2025 p.F-4

What the business does

At our core, we are builders. We design, manufacture, launch, and operate products and services built on cutting-edge technologies, including the world’s most advanced rockets and spacecraft. We safely and reliably transport astronauts, satellites, and other payloads on missions that benefit life on Earth. Since 2023, we have launched more than 80% of mass to orbit for the world each year with an over 99% mission success rate with Falcon rockets. p.1

The five questions

Each reading with the chart behind it. Hover or tap a bar for its figure.

1 of 5Growing

Is revenue really growing?

Revenue grew 33% in FY25. Year to date it is up 15% (3M ’26 on 3M ’25). Across the audited years it went from $10.4B in FY23 to $18.7B in FY25. Connectivity was the largest business in FY25, 61% of segment revenue.

$4.7BRevenue, 3M ’26 p.F-5
Revenue by year, then year to date p.F-5FY2023 · Revenue: $10.4B$10.4BFY2023FY2024 · Revenue: $14.0B$14.0BFY2024FY2025 · Revenue: $18.7B$18.7BFY20253M 2025 · Revenue: $4.1B$4.1B3M 20253M 2026 · Revenue: $4.7B$4.7B3M 2026
$ millions as printed; hover a bar for its figure
Revenue by business, by year p.F-58 p.F-57FY2023 · Connectivity: $3.9B, 37%FY2023 · Space: $3.6B, 34%FY2023 · AI: $3.0B, 29%$10.4BFY2023FY2024 · Connectivity: $7.6B, 54%FY2024 · Space: $3.8B, 27%FY2024 · AI: $2.6B, 19%$14.0BFY2024FY2025 · Connectivity: $11.4B, 61%FY2025 · Space: $4.1B, 22%FY2025 · AI: $3.2B, 17%$18.7BFY2025
Connectivity 61% in FY2025Space 22% in FY2025AI 17% in FY2025
2 of 5Mixed

Does it fund its own growth?

Free cash flow was negative in 2 of 3 periods shown. The latest, FY25, was −$14.0B. Check what the spending bought. In FY25 operations produced $6.8B, capital spending was $20.7B, and $26.4B came in from shareholders and lenders.

−$14.0BFree cash flow, FY25 p.F-8
Cash in from operations, cash out on capital spending p.F-8FY2023 · Operating cash flow: $4.5BFY2023 · Capital spending: -$4.4BFY2023 · Free cash flow: $105MFY2023FY2024 · Operating cash flow: $5.8BFY2024 · Capital spending: -$11.2BFY2024 · Free cash flow: -$5.4BFY2024FY2025 · Operating cash flow: $6.8BFY2025 · Capital spending: -$20.7BFY2025 · Free cash flow: -$14.0BFY2025
Operating cash flowCapital spendingFree cash flow
Free cash flow = operating cash flow minus capital spending
3 of 5Ratio warning

Is the debt sane?

The ratio rose from 2.8x to 8.9x. Debt rose +66%, but equity fell -47%, and the shrinking equity moved the ratio more than the new debt did. Net debt is the better read. At FY25 the balance sheet held $24.7B of cash against $22.9B of debt and $38.8B of convertible preferred stock outside equity. 61% of the debt principal falls due in 2029.

−$1.9BNet debt, FY25 p.F-4
Cash, debt and equity on the balance sheet p.F-4FY2024 · Cash: $11.4B$11.4BFY2024 · Debt: $13.8B$13.8BFY2024 · Equity: $4.9B$4.9BFY2024FY2025 · Cash: $24.7B$24.7BFY2025 · Debt: $22.9B$22.9BFY2025 · Equity: $2.6B$2.6BFY2025
CashDebtEquity
At each year end
Debt principal due, by year p.F-332026 · Debt principal due: $560M$560M20262027 · Debt principal due: $858M$858M20272028 · Debt principal due: $1.1B$1.1B20282029 · Debt principal due: $13.5B$13.5B20292030 · Debt principal due: $6.0B$6.0B2030
4 of 5Loss mostly not cash

Does the profit show up as cash?

In FY25 the company reported a −$4.9B result but its operations produced $6.8B of cash. Most of the loss is not cash: read the non-cash items before reading the loss. The largest non-cash item in FY25 was “depreciation and amortization”, $6.7B.

−$4.9B / $6.8BResult / op. cash, FY25 p.F-8
The result against the cash operations produced p.F-8FY2023 · Net result: -$4.6BFY2023 · Operating cash flow: $4.5BFY2023FY2024 · Net result: $791MFY2024 · Operating cash flow: $5.8BFY2024FY2025 · Net result: -$4.9BFY2025 · Operating cash flow: $6.8BFY2025
Net result, profitNet result, lossOperating cash flow
5 of 5Priced

Only then: is the price sane?

The offer price is set at $135 in this filing. Divide the market value by the revenue and the operating cash flow, and decide. That decision is yours. The high-vote class carries 10 votes a share against one for the shares on offer, so public buyers will hold less of the vote than of the shares. At that price, the 13.08B shares outstanding after the offering put the market value at $1.77T and the enterprise value, after debt and cash, at $1.69T, 87.5 times revenue for the last 12 months through 3M ’26.

$135Offer price cover

Who controls it

Elon Musk, after the offering

Share of the Class A shares p.248
11.3%
Share of the Class B shares p.248
93.6%
Share of the vote p.248
84.4%

The filing prints the holder's share of each class. Each class's share counts shares the holder can acquire within 60 days, as the filing's table does.

The share classes, in the filing's words

ClassVotes a shareWhat the filing says
Class A1Each share of Class A common stock will entitle its holder to one vote per share. cover
Class B10Each share of Class B common stock will entitle its holder to 10 votes per share. cover
Class C0Common Stock Voting Rights General Subject to the terms of our charter, each holder of our Class A common stock is entitled to one vote per share; each holder of our Class B common stock is entitled to ten votes per share; and the holders of our Class C common stock will have no voting rights. p.250
Control, in the filing's words
  • Controlled companyAs a result, we will be a “controlled company” under the corporate governance rules of Nasdaq following the completion of this offering and, as a result, we intend to rely on exemptions from certain corporate governance requirements. cover
  • Who elects the boardClass A shareholders and Class B shareholders will vote together as a single class on all matters to be voted on by shareholders, except Class B shareholders will be entitled to elect a majority of our board of directors in addition to having certain other class votes as described under “Description of Capital Stock.” cover

The owners table, shares held after the offering p.248

HolderGroupClass A sharesClass B sharesVote
Elon Musk5% Shareholders849,494,4405,569,053,07584.4%
Gwynne ShotwellDirectors5,759,6107,113,550
Bret JohnsenDirectors9,048,5650
Ira EhrenpreisDirectors809,050564,650
Randy GleinDirectors277,8000
Antonio J. GraciasDirectors503,414,5300
Donald HarrisonDirectors00
Steve JurvetsonDirectors00
Luke NosekDirectors32,987,3600
All executive officers and directors as a group (9 persons)Directors1,401,791,3555,576,731,27585.3%

A blank vote cell is under 1% or not printed in this version. Shares include any the holder can acquire within 60 days, as the filing counts them.

Key figures, as printed

From the statements of operations and cash flows

$ millionFY2023FY2024FY20253M 20253M 2026Page
Revenue10,38714,01518,674p.F-5
Revenue, year to date4,0674,694p.F-64
Net income (loss)-4,628791-4,937p.F-8
Operating cash flow4,5205,7766,785p.F-8
Free cash flow
operating cash flow minus capital spending
105-5,387-13,952p.F-8

From the balance sheet

$ millionFY2024FY2025Page
Cash11,38524,747p.F-4
Debt
current plus non-current lines, leases as the filing groups them
13,79322,896p.F-4

The financial statements, as printed

Every line in the filing's own order and words. Switch between $ million and $ billion in the table's corner; the column headings stay in view as you scroll down.

Consolidated Statements of Operations p.F-5 p.F-64

$ millionFY2023FY2024FY20253M 20253M 2026
Revenue10,38714,01518,6744,0674,694
Costs and expenses
Cost of revenue6,1107,9969,4511,9622,388
Research and development2,1053,4648,6431,5573,514
Selling, general, and administrative1,6651,8132,644493746
Restructuring charges2372134874.0-11.0
Impairment3,77563.038.024.00.0
Total costs and expenses13,89213,54921,2634,0406,637
Income (loss) from operations-3,505466-2,58927.0-1,943
Interest expense (related party of $186 and $- for March 31, 2026 and 2025, respectively)-1,693-1,580-1,945-447-664
Interest income249371492117213
Other income (expense), net-42.0985-177-211-1,876
Income (loss) before income taxes-4,991242-4,219-514-4,270
Provision for (benefit from) income taxes-363-54971814.06.0
Net income (loss)-4,628791-4,937-528-4,276
Net income (loss) attributable to shareholders - basic-4,62818.0-4,937-528-4,947
Net income (loss) attributable to shareholders - diluted-4,62821.0-4,937
Net income (loss) per share of common stock attributable to common shareholders
Basic per share, $-1.680.01-1.69-0.18-1.27
Diluted per share, $-1.680.00-1.69
Weighted average shares used in computing net income (loss) per share of common stock
Basic shares, millions2,7592,8482,9262,8753,884
Diluted shares, millions2,7599,9562,926

Consolidated Balance Sheets p.F-4 p.F-63

$ millionFY2024FY2025Mar 2026
Assets
Current assets
Cash and cash equivalents11,38524,74715,852
Marketable securities8000.07,823
Accounts receivable, net of allowance for credit losses of $47 and $39 at March 31, 2026 and December 31, 2025, respectively1,0521,5791,833
Inventory2,0032,4162,588
Prepaid expenses and other current assets8682,2101,636
Total current assets16,10830,95229,732
Property, plant, and equipment, net21,14742,60253,879
Finance lease right-of-use assets1,6861,2601,182
Intangible assets, net2,2111,5481,432
Digital assets1,7491,6371,293
Goodwill11,12911,80911,681
Deferred tax assets696141213
Other assets2,3362,1302,682
Total assets57,06292,079102,094
Liabilities, Redeemable Convertible Preferred Stock, and Shareholders’ Equity
Current liabilities
Accounts payable4,41311,79210,002
Deferred revenue, current5,4986,1117,207
Debt and finance leases, current (related party of $1,121 and $455 at March 31, 2026 and December 31, 2025, respectively)3729281,538
Accrued expenses and other current liabilities1,5082,5695,689
Total current liabilities11,79121,40024,436
Long-term liabilities
Deferred revenue, net of current4,6816,0056,029
Debt and finance leases, net of current (related party of $7,920 and $4,052 at March 31, 2026 and December 31, 2025, respectively)13,42121,96828,727
Other liabilities1,3651,3811,320
Total liabilities31,25850,75460,512
Commitments and contingencies (Note 16)
Redeemable convertible preferred stock
Redeemable convertible preferred stock, par value $0.001; 189 and 2,351 shares issued; 135 and 2,046 shares outstanding as of March 31, 2026 and December 31, 2025, respectively20,94138,7527,049
Shareholders’ equity
Class A common stock, par value $0.001; 2,965 and 2,036 shares issued; 2,883 and 1,952 shares outstanding as of March 31, 2026 and December 31, 2025, respectively2.03.03.0
Class B common stock, par value $0.001; 2,421 and 643 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively1.03.0
Class C common stock, par value $0.001; 494 and 484 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively0.00.0
Class D common stock, par value $0.0001; no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively0.00.00.0
Additional paid-in capital35,86537,70674,083
Accumulated deficit-32,098-37,035-41,311
Accumulated other comprehensive income1,0931,8981,755
Total shareholders’ equity4,8632,57334,533
Total liabilities, redeemable convertible preferred stock, and shareholders’ equity57,06292,079102,094

Consolidated Statements of Cash Flows p.F-8 p.F-9 p.F-67 p.F-68

$ millionFY2023FY2024FY20253M 20253M 2026
Cash flows from operating activities
Net income (loss)-4,628791-4,937-528-4,276
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization2,6353,8246,7011,4432,442
Share-based compensation6797841,947232639
Intangible asset impairment3,7750.00.0
Deferred income taxes-409-675626
Unrealized (gain) loss on digital assets0.0-955112188344
Impairment and loss on disposal of fixed assets, net36.013588.032.05.0
Amortization of debt discount and issuance costs21284.093.018.019.0
Loss on debt extinguishment0.01,526
Other21411566.031.0-26.0
Changes in operating assets and liabilities
Accounts receivable345-347-543-197-218
Inventory-72.0-309-413-322-384
Prepaid expenses and other assets41.0-328-673-88.0-74.0
Accounts payable22047270993.0-528
Deferred revenue1,6951,8761,929-34.01,119
Operating lease liabilities, net-15.0-37.0-56.0-1.0-5.0
Other liabilities-2083461,136-140464
Net cash provided by operating activities4,5205,7766,7857271,047
Cash flows from investing activities
Purchases of property, plant, and equipment (related party of $34 and $84 for March 31, 2026 and 2025, respectively)-4,415-11,163-20,737-4,140-10,107
Capitalized interest0.00.0-1690.0-7.0
Proceeds from product rebates0.00.01180.01,195
Purchases of marketable securities-3,535-3,542-611-312-7,801
Maturities of marketable securities2,7313,7125482890.0
Proceeds from sales of marketable securities3331931,457
Investments in unconsolidated affiliates0.00.0-86.0
Other investing activities, net19.04.0-95.0-7.0-4.0
Net cash used in investing activities-4,867-10,796-19,575-4,170-16,724
Cash flows from financing activities
Principal repayments on finance leases0.0-154-295-66.0-82.0
Proceeds from debt and other financing obligations0.00.016,0554,74422,694
Payment of debt issuance costs0.00.0-66.0-3.0-23.0
Repayments on debt and other financing obligations-112-77.0-6,858-4,745-18,295
Payment of debt extinguishment premium0.0-1,153
Proceeds from issuance of capital stock, net of issuance costs77413,10118,8078998,319
Proceeds from employee equity award plans14122432833.0111
Payments for repurchase of common and redeemable convertible preferred stock-170-1,021-1,125-508-4,346
Taxes paid related to net share settlement of equity award-211-243-4960.0-100
Net cash provided by financing activities42211,83026,3503547,125
Effect of exchange rate changes on cash and cash equivalents-2.01.063.070.036.0
Net change in cash and cash equivalents and restricted cash73.06,81113,623-3,019-8,516
Cash and cash equivalents and restricted cash, beginning of year4,6174,69011,50111,50125,124
Cash and cash equivalents and restricted cash, end of year4,69011,50125,1248,48216,608
Supplemental disclosures of cash flow information
Cash paid for the following
Interest, net of interest capitalized1,3651,5001,476382990
Income taxes, net45.01341547.08.0
Supplemental schedule of noncash investing and financing activities
Share-based compensation capitalized in property, plant, and equipment, net10813215430.060.0
Purchases of property, plant, and equipment included in accrued expenses and accounts payable56510,649
Purchases of property, plant, and equipment financed by other financings0.02,684
Acquisition of property, plant, and equipment included in accounts payable5052,4817,088

Stock pay and commitments

Stock-based pay p.F-8 p.F-67FY2023 · Stock-based pay: $679M$679MFY2023FY2024 · Stock-based pay: $784M$784MFY2024FY2025 · Stock-based pay: $1.9B$1.9BFY20253M 2025 · Stock-based pay: $232M$232M3M 20253M 2026 · Stock-based pay: $639M$639M3M 2026
3M 2026 14% of revenue
Commitments by year p.F-532026 · Due: $2.7B$2.7B20262027 · Due: $21.5B$21.5B20272028 · Due: $1.2B$1.2B20282029 · Due: $4.0M$4.0M20292030 · Due: $1.0M$1.0M2030
Unconditional obligations, $ as printed

The people

Executive officers and directors as the filing lists them.

NameRoleAgePage
Elon MuskChief Executive Officer, Chief Technical Officer and Chairman of the Board54p.226
Gwynne ShotwellPresident, Chief Operating Officer and Director62p.226
Bret JohnsenChief Financial Officer57p.226
Ira EhrenpreisDirector57p.226
Randy GleinDirector60p.226
Antonio J. GraciasDirector55p.226
Donald HarrisonDirector54p.226
Steve JurvetsonDirector59p.226
Luke NosekDirector50p.226

The offer and the flags

The offer
Listing
The Nasdaq Stock Market LLC cover
Ticker
SPCX cover
Lead underwriters
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC p.266
Lock-up
180 days p.268
Employees
22,000 p.220
Risk headings
53
Auditor
PricewaterhouseCoopers LLP p.F-3
  • Use of proceedsWe will receive approximately $74.4 billion of net proceeds from this offering (or $85.7 billion if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based upon the initial public offering price of $135.00 per share after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to fund our growth strategy, including the expansion of our AI compute infrastructure, enhancements to our launch infrastructure and launch vehicles, increases in the scale and capacity of our satellite constellations, and any remaining amounts for general corporate purposes. p.67
  • Lock-upWe have agreed with the underwriters that during the period of 180 days after the date of this prospectus (the “lock- up period”), without the prior written consent of Goldman Sachs & Co. p.268
  • DividendsWe do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. p.68
What the filing flags · 13 in all
  • NumbersLoss in 2023 turned into a profit in 2024 p.F-8
  • DebtDebt to equity moved by shrinking equity p.F-4
  • Debt61% of debt falls due in 2029 p.F-33
  • DebtA default or lender waiver actually happened p.F-30 p.F-77
  • DisclosureAnthropic: $1.25 billion in the body, no figure in the audited notes p.13 p.F-62

Patterns from past IPO reads that fired on this filing. Each is a page to read, not a verdict.

What changed in the latest version

Between the filings of 3 June 2026 and 12 June 2026, sentence by sentence, the sections that changed most.

SectionAddedRewordedRemovedSentences
Cover and front pages1666
Underwriting238
Shares Eligible For Future Sale0100
Executive Compensation060
Use Of Proceeds013
Dilution111
addedrewordedremoved

The risks it lists first

The filing lists 53 risk headings. The first 8, in its own words:

  • Any failure or delay in the development of Starship at scale or in achieving the required launch cadence, reusability and capabilities thereafter would delay or limit our ability to execute our growth strategy, including the deployment of next-generation satellites, global satellite-to-mobile connectivity, and orbital AI compute, which could materially adversely affect our business, financial condition, results of operations, and future prospects. p.27
  • Any delays or difficulties in obtaining, maintaining or renewing required regulatory approvals and licenses required for our space-related activities, including FAA launch and reentry licenses, would materially delay or disrupt our operations, harm our business, or limit our ability to execute our business strategy. p.28
  • Our AI products and X platform are subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, cybersecurity, data use, data combination, data protection, content, AI, competition, youth protection, safety, consumer protection and notification, advertising, e-commerce, sanctions, export controls, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and we could be required to make changes to our products and business practices, and be exposed to monetary penalties, increased cost of operations, declines in user growth or engagement, or loss of customers, or other harm to our AI products and X platform. p.30
  • Our Starlink and other satellite services are subject to complex and evolving U.S. and foreign laws and regulations, particularly relating to data privacy, cybersecurity, and telecommunications. p.32
  • Our business strategy depends on successfully designing, developing, and deploying our products and services, as well as related platforms, infrastructure, and other strategic initiatives, at an unprecedented scale, which presents significant execution, cost, and timing risks. p.33
  • We have experienced, and will likely continue to experience, launch delays and failures that could have a material adverse effect on our business, financial condition, results of operations, and future prospects. p.33
  • Our satellites, launch vehicles, and other space-related technologies operate, and in the case of orbital AI compute, will operate, in the harsh and unpredictable environment of space, exposing them to a wide and unique range of space-related risks that could cause them to malfunction or fail, and any such malfunction or failure could adversely affect our business, financial condition, results of operations, and future prospects. p.34
  • The continued proliferation of satellite constellations in Low-Earth Orbit, as well as the risk of collisions with space debris or other spacecraft, could limit or impair our launch flexibility and satellite deployment, which could adversely affect our business, financial condition, results of operations, and future prospects. p.34

When did SpaceX file its S-1?

SpaceX filed its first registration statement, a S-1, on 20 May 2026, and its latest version, a 424B4, on 12 June 2026.

What does SpaceX's S-1 say about revenue?

Revenue grew 33% in FY25. Year to date it is up 15% (3M ’26 on 3M ’25). Across the audited years it went from $10.4B in FY23 to $18.7B in FY25. Connectivity was the largest business in FY25, 61% of segment revenue.

Who controls SpaceX after the IPO?

Elon Musk holds 11.3% of the Class A shares and 93.6% of the Class B shares, which carry 84.4% of the vote after the offering.

The filing itself

Read 08 November 2026, 23:07 from SEC EDGAR. Information from a public filing, not advice.