SpaceX adds quiet IPO warning as $1.8T listing nears

SpaceX has added new IPO filing language that gives the company room to issue large amounts of stock for future deals.

The amended S-1/A filing states that SpaceX may issue a significant amount of equity in connection with future transactions, including acquisitions, divestitures, and other strategic moves. The disclosure gives investors a clearer view of how the company may use its publicly traded shares following a planned Nasdaq debut under the ticker SPCX.

SpaceX adds deal language before listing

According to the updated filing, SpaceX is preparing for an offering that could raise up to $75 billion. The filing pegs the company’s valuation at a minimum of $1.8 trillion, down from earlier internal discussions that had set the target above $2 trillion.

Reuters previously reported that SpaceX was targeting a June 12 listing, with pricing expected around June 11. The company first confidentially submitted its IPO paperwork to the U.S. Securities and Exchange Commission on April 1, according to public filing details cited in the registration statement. SpaceX later made its full S-1 public on May 20.

The amended filing does not say SpaceX has finalized any additional transaction beyond those already disclosed. However, the company’s wording gives it flexibility to issue Class A stock in major corporate moves after the IPO.

Cursor deal shows how shares may be used

The clearest example in the filing is SpaceX’s pending acquisition of Cursor, the AI coding assistant. According to the S-1/A, the transaction is expected to close after the IPO and will be paid entirely in Class A common stock.

The filing places Cursor’s implied equity value at $60 billion. It also says Cursor is entitled to a $1.5 billion termination fee and an $8.5 billion deferred services fee under a separate compute agreement.

Through that structure, SpaceX is telling investors that its public equity may serve as more than IPO fundraising stock. The filing shows the company could use its shares to acquire technology, deepen its AI operations, and expand its post-listing business structure.

SpaceX’s filing describes the company as an AI services and infrastructure business, not only a launch and satellite operator. The wording follows its February 2026 merger with xAI, which valued the combined company at about $1.25 trillion, according to the filing.

The company also outlines planned work with Tesla and Intel through Terafab. According to the registration statement, those plans include modular orbital AI compute infrastructure before the end of the decade.

SpaceX also lists long-term projects tied to asteroid mining and manufacturing infrastructure on the Moon and Mars. The company presents those plans as part of its future market opportunity, although the filing notes that many goals remain subject to execution, funding, and technical risks.

Elon Musk keeps voting control

Regarding ownership, the amended filing states that Elon Musk holds about 42% of SpaceX’s equity and controls 85% of the voting power through a dual-class share structure. As a result, the filing indicates that future equity issuance would not necessarily reduce Musk’s control over the company’s decisions.

The S-1/A also reserves up to 5% of IPO shares for a directed share program covering employees, friends, and family of executive officers. The filing says friends-and-family participants will not face lock-up limits, while more than 60% of pre-IPO shares, including Musk’s holdings, will remain under an extended lock-up after the listing.