SpaceX招股书揭秘：巨亏49亿、马斯克掌控85%投票权

Original Author: Bao Yilong

Original Source: Wall Street News

SpaceX has officially filed its prospectus with the US Securities and Exchange Commission. This will be the largest IPO in history and could potentially make founder Elon Musk the first individual in the world to have a net worth exceeding one trillion dollars.

According to the prospectus released 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 financing scale; details such as the pricing range will be announced in subsequent supplementary documents.

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

Wall Street News mentioned that the core highlights of this listing are SpaceX's space launches, Starlink satellite broadband, and the AI business integrated after the acquisition of xAI.

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

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

Starlink Props Up Revenue Base, AI Investments Drag on Profitability

SpaceX divides its business into three segments: Space, Connectivity, and AI, with financial performance showing clear divergence.

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

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, Starlink had 10.3 million global users, double the 5 million from a year ago. However, the company also noted that with the increasing proportion of users outside North America and the promotion of lower-priced plans, the average revenue per user is declining.

The Space segment posted an operating loss of $619 million in the first quarter. The prospectus shows 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 be conducted this week.

The AI segment reported 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 was $7.7 billion, accounting for over 75% of the company's total capital expenditure of $10.1 billion. Full-year AI capital expenditure in 2025 was approximately $12.7 billion, nearly doubling year-over-year.

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

When Musk merged 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 in the process of massively expanding ground-based facilities powered by natural gas turbines, including a deal 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 still positions orbital AI computing satellites as the next major growth engine in the prospectus. It plans to begin deployment as early as 2028.

The company wrote in the prospectus:

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

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

SpaceX has applied to the US Federal Communications Commission for permission to launch up to 1 million satellites. These satellites will be equipped with GPUs and powered by solar energy, forming a network of space data centers to serve AI projects.

The company estimates the potential market size to be as large as $285 trillion, with the AI opportunity accounting for approximately $265 trillion, covering areas such as space data centers, consumer subscriptions, digital advertising, and enterprise applications.

Merger with xAI Reshapes AI Landscape, Grok Faces Regulatory Risks

SpaceX completed a merger with Musk's AI startup, 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 and law enforcement agencies concerning sexually explicit deepfake content. These investigations could lead to legal liability, negative publicity, or other sanctions.

According to reports, eight law enforcement and regulatory agencies have confirmed that investigations are still ongoing. Musk himself has acknowledged 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, SpaceX signed a $40 billion computing power cooperation agreement with Anthropic this month. Under the agreement, Anthropic will pay $1.25 billion per month to lease all the computing power of SpaceX's Colossus 1 data center in Memphis, Tennessee, 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 source of revenue into their valuation models.

Additionally, SpaceX plans to acquire the code editor tool startup Cursor for $60 billion in stock. This transaction is expected to proceed after the IPO is completed. If the acquisition falls through, Cursor could receive a $1.5 billion termination fee and $8.5 billion in deferred service fees.

Extensive Related-Party Transactions, Mutual Support Within the Musk Empire

The prospectus discloses the scale of related-party transactions between SpaceX and other Musk-owned companies for the first time 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 the beginning of 2024 to February 2026, xAI has cumulatively paid Tesla approximately $731 million.

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

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

Musk Tightly Controls Voting Rights, Compensation Tied to Mars Colonization

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

Musk holds 849.5 million Class A shares and 5.57 billion Class B shares (with 10 votes per share), giving him a combined 85% voting power in the company. This ensures he maintains absolute control after the IPO.

Apart from Musk, no individual or institution holds more than 5% of shares. Private equity firm Valor Entities holds 7.3% of the common stock, making it the second-largest shareholder.

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

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

Apart from a base salary of $54,000, Musk will receive nothing if these technological and market capitalization milestones are not achieved.

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

Deep Financial Losses, Valuation Logic Challenges Investors

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

In 2025, the company generated revenue of approximately $18.7 billion but posted a net loss of $4.9 billion. In comparison, Meta, which has a similar valuation, generated over 11 times SpaceX's revenue last year and achieved a net profit of $60 billion.

If the IPO valuation ultimately exceeds $1.5 trillion, SpaceX's price-to-sales ratio would be around 80 times. In contrast, the overall price-to-sales ratio of the top 15 largest US companies by market cap is only about 7 times.

This pricing logic is quite similar to another Musk-owned company, Tesla. Due to massive investments in AI, humanoid robots, and Robotaxi, Tesla's profit was very thin in 2025, yet it still trades at a trailing P/E ratio of nearly 400 times.

Analysts believe that investors betting on SpaceX or Tesla are essentially betting that Musk can convert today's massive investments into immense value in the distant future.