SpaceX Prospectus Reveals: $4.9 Billion Loss, Musk Controls 85.1% of Voting Rights

Original Author: Bao Yilong

Original Source: Wall Street CN

SpaceX has officially filed its prospectus with the U.S. Securities and Exchange Commission. This is set to be the largest IPO in history and could propel founder Elon Musk to become the first individual globally with a net worth exceeding one trillion dollars.

According to the prospectus filed on May 20, SpaceX's full-year revenue for 2025 reached $18.7 billion, a 33% year-over-year increase, but it posted a net loss of $4.9 billion. In the first quarter of 2026, revenue was approximately $4.7 billion, with a net loss of $4.3 billion.

The prospectus did not disclose the planned fundraising size; details such as the pricing range will be announced in subsequent supplementary documents.

The proceeds from the company's IPO will be primarily used to repay a $20 billion bridge loan, as well as to expand AI computing infrastructure, upgrade launch platforms, and scale up its satellite constellation.

As noted by Wall Street CN, the core highlights of this listing are SpaceX's space launch services, Starlink satellite broadband, and the AI business integrated following the acquisition of xAI.

The prospectus indicates that the connectivity business has achieved profitability at scale, but the AI segment is still in a phase of massive loss-making investment, with capital expenditure significantly exceeding that of the other two segments combined.

Meanwhile, Musk is expected to hold approximately 85.1% of the voting rights post-IPO. According to Bloomberg data, Musk's current net worth is approximately $667 billion. If SpaceX eventually lists with a valuation of $2 trillion, combined with his Tesla holdings, his personal wealth could surpass the $1 trillion threshold for the first time.

Starlink Underpins Revenue Base, AI Investment Drags on Profitability

SpaceX divides its business into three segments: Space, Connectivity, and AI, with starkly differentiated financial performances.

The Connectivity segment, centered on the Starlink satellite internet service, is currently the company's only profitable business unit.

In the first quarter of this year, Starlink generated revenue of $3.26 billion, accounting for 69% of the company's total revenue, with an operating profit of $1.19 billion.

As of the prospectus filing date, Starlink has 10.3 million global users, doubling from 5 million a year earlier. However, the company also noted that as the proportion of users outside North America increases and low-cost plans are promoted, the average revenue per user is declining.

The Space segment posted an operating loss of $619 million in the first quarter. The prospectus reveals that SpaceX has invested over $15 billion cumulatively in the Starship heavy-lift rocket, with approximately $3 billion spent in 2025 alone. The 12th test flight of Starship is expected to take place this week.

The AI segment recorded an operating loss of $2.5 billion in the first quarter, becoming the biggest factor dragging down the company's overall profitability. In the first quarter of this year, AI-related capital expenditure reached $7.7 billion, accounting for over 75% of the company's total capital expenditure of $10.1 billion. Full-year AI capital expenditure for 2025 was approximately $12.7 billion, nearly doubling year-over-year.

Terrestrial Data Centers Remain the Main Battlefield; Space-Based Computing Still a Blueprint

When Musk integrated xAI into SpaceX in February this year, one of the core rationales was solar-powered orbital data centers, claiming that the cost of running computing power in space would be lower than on the ground within three years.

However, the prospectus reveals that xAI is currently still massively expanding its ground-based facilities powered by natural gas turbines, including a transaction worth approximately $2 billion.

The prospectus explicitly states that SpaceX's ability to expand its data center infrastructure depends on the supply of turbines, access to natural gas, and regulatory approvals.

Nevertheless, SpaceX positions orbital AI computing satellites as the next major growth engine in the prospectus, with plans to commence deployment as early as 2028.

The company writes in the prospectus:

Orbital AI computing is an exceptionally challenging technical problem. We believe we are the only company with a commercially viable path to build orbital AI computing capability at scale.

The prospectus shows that achieving this goal critically depends on the Starship rocket meeting its intended performance targets to enable economically viable on-orbit deployment.

SpaceX has applied to the U.S. Federal Communications Commission for a license to launch up to one million satellites. These satellites will be equipped with GPUs and powered by solar energy, forming a network of space data centers serving AI projects.

The company estimates the potential total addressable market at a staggering $285 trillion, with the AI opportunity accounting for approximately $265 trillion, spanning areas such as space data centers, consumer subscriptions, digital advertising, and enterprise applications.

xAI Integration Reshapes AI Landscape; Grok Faces Regulatory Risks

SpaceX completed the merger with Musk's AI venture xAI in February this year, with a post-merger valuation of $1.25 trillion.

In the risk factors section of the prospectus, it points out that Grok is facing "investigations and inquiries" from multiple regulatory bodies and law enforcement agencies concerning sexually explicit deepfake content. Related investigations could lead to legal liability, negative publicity, or other sanctions.

It is reported that eight law enforcement and regulatory agencies have confirmed that investigations are still ongoing. Musk himself has admitted that xAI's technology "wasn't built right from the start" and needs to be "rebuilt from the ground up."

In terms of AI commercialization strategy, SpaceX signed a $40 billion computing power cooperation agreement with Anthropic this month. Under the agreement, Anthropic will lease all computing capacity of SpaceX's Colossus 1 data center in Memphis, Tennessee, for $1.25 billion per month, with the contract lasting until May 2029.

However, the agreement includes an unusual clause. Both parties can unilaterally cancel the contract with 90 days' notice. For a computing power agreement of this magnitude, this arrangement is extremely rare, making it difficult for investors to incorporate it as a stable revenue stream in valuation models.

Additionally, SpaceX plans to acquire code editing tool startup Cursor in a $60 billion all-stock transaction, expected to proceed post-IPO. If the acquisition falls through, Cursor is entitled to a $1.5 billion termination fee and an $8.5 billion deferred service fee.

Massive Related-Party Transactions Highlight Interdependence within Musk's Empire

The prospectus, for the first time, discloses the scale of related-party transactions between SpaceX and other companies under Musk's umbrella with specific figures.

In 2025, SpaceX purchased $131 million worth of Cybertrucks from Tesla at the suggested retail price, and also bought $506 million worth of Tesla Megapack energy storage products during the same period.

From early 2024 to February 2026, xAI has cumulatively paid Tesla approximately $731 million.

Collaboration between the companies goes beyond procurement. SpaceX and Tesla are jointly advancing a large-scale chip factory project named "Terafab" and an artificial intelligence collaboration project named "Macrohard."

Tesla is mentioned 87 times in the prospectus, which also states, "The company plans to explore future additional strategic cooperation areas with Tesla."

Musk Solidifies Control via Voting Power; Compensation Tied to Mars Colonization

The prospectus, for the first time, fully discloses SpaceX's equity structure and governance framework.

Musk holds 849.5 million Class A shares and 5.57 billion Class B shares (10 votes per share), collectively controlling 85% of the company's voting power, ensuring absolute control even post-IPO.

No other individual or institution holds more than 5% of shares besides Musk. Private equity firm Valor Entities holds 7.3% of common shares, making it the second-largest shareholder.

Musk's latest compensation package at SpaceX consists of two astronomical option bets with no vesting schedule, directly tied to Mars and AI infrastructure milestones:

• The Mars colonization plan is unlocked if SpaceX's market capitalization reaches $7.5 trillion
• The orbital data center plan is unlocked if the company's market capitalization reaches $6.6 trillion

Aside from a base salary of $54,000 per year, Musk receives nothing if these technical and market capitalization milestones are not met.

The company's board of directors has also been publicly disclosed for the first time. Besides Musk serving as Chairman, President and COO Gwynne Shotwell, CFO Bret Johnsen, and several venture capitalists and private equity executives are on the board. Google executive Donald Harrison also holds a seat.

Deep Financial Losses Test Investor Valuation Logic

SpaceX's financial condition is particularly unique among mega-cap tech companies planning to go public.

In 2025, the company generated approximately $18.7 billion in revenue but suffered a staggering net loss of $4.9 billion. For comparison, Meta, with a similar valuation range, had revenue over 11 times that of SpaceX last year and a net profit of $60 billion.

If the IPO valuation ultimately falls above $1.5 trillion, SpaceX's price-to-sales ratio would be approximately 80 times, while the overall P/S ratio for the top 15 U.S. companies by market cap is only about 7 times.

This pricing logic is quite similar to that of another company under Musk, Tesla, which despite minimal profits in 2025 due to massive investments in AI, humanoid robots, and Robotaxi, still trades at a forward P/E ratio of nearly 400 times.

Analysts believe that investors betting on SpaceX or Tesla are essentially betting on Musk's ability to convert today's massive expenditures into enormous value in the distant future.