Summary of SpaceX IPO Prospectus Full Text

Core Viewpoint

Our Mission

Our mission is to build the necessary systems and technologies to enable life to cross planets, understand the true nature of the universe, and extend the light of consciousness to the stars. To this end, we have assembled the most ambitious and vertically integrated innovation engine on Earth (and beyond), with unparalleled capabilities: rapidly manufacturing and launching space communication systems that connect the world; using solar energy to power truth-seeking artificial intelligence, driving scientific discovery; and ultimately establishing bases on the Moon and cities on other planets.

Overview

Founded in 2002, SpaceX is the only company that spans the three fields of space, connectivity, and AI, building the future integrated hardware and software infrastructure. We are essentially builders. We design, manufacture, launch, and operate products and services based on cutting-edge technology, including the world's most advanced rockets and spacecraft. We safely and reliably transport astronauts, satellites, and other payloads, executing missions that benefit Earth.

Since 2023, we have launched over 80% of the global orbital mass using Falcon rockets each year, with a mission success rate exceeding 99%. We also operate a low Earth orbit high-speed, low-latency global broadband data and communication network composed of approximately 9,600 Starlink broadband and mobile satellites, providing connectivity services to millions of consumers, businesses, and government customers in 164 countries, regions, and other markets as of March 31, 2026. We provide connectivity services in about 50 countries using dedicated satellites for mobile constellations, supplementing ground networks and significantly reducing mobile "dead zones."

AI has enormous potential to improve space exploration and life on Earth, accelerating SpaceX's mission to "enable life to cross planets, understand the true nature of the universe, and extend the light of consciousness to the stars." xAI was established in 2023 and acquired by SpaceX in early 2026, and has now become an indispensable pillar of our vertically integrated company. We are rapidly building AI computing infrastructure with industry-leading speed and cost efficiency------starting from Earth, with goals extending into space.

Our infrastructure supports the training and inference of Grok, which has become one of the world's most advanced frontier models. Grok is designed as a truth-seeking AI model, based on founder Elon Musk's mission to "help humanity understand the universe." We believe that achieving this mission requires AI to adopt a truth-seeking approach. We define "truth-seeking" as the active and relentless pursuit of objective truths about reality, based on evidence, logic, empirical data, and first principles thinking. Our goal is to understand and explain how the universe works as accurately as possible. Within two years of the initial model release, Grok reached the frontier level in scientific reasoning (measured by GPQA Diamond scores, which are standardized questions written and verified by experts), with a timeline faster than those reported by other leading model providers. Grok also benefits from integration with X (our real-time information, entertainment, and free speech platform), which is the core distribution and data engine of our AI ecosystem, further enhancing Grok's truth-seeking goals.

We believe that space represents the largest economic frontier in human history. Space connectivity infrastructure is designed to help everyone on Earth access education, healthcare, entertainment, and communication, overcoming traditional limitations such as physical and political boundaries. We believe that space AI infrastructure can harness the sun's nearly infinite energy, making AI a transformative force for understanding the universe and improving the daily lives of all humanity. We believe that the convergence of these fields will lead to unprecedented global economic expansion, ushering in an era of abundance. Our innovations and technological advancements are redefining industries on Earth while we aim to create new industries on the Moon, Mars, and beyond. We are truly building the infrastructure of the future.

Space. SpaceX is the only company to crack the code for large-scale access to space, fundamentally changing an industry characterized by stagnation, risk aversion, and economically distorted cost structures for decades. SpaceX has disrupted this paradigm by applying first principles thinking (rejecting industry assumptions and building solutions based on fundamental physical laws). Our strong, mission-driven, engineering-first culture and focus on extreme vertical integration have enabled us to achieve what many thought impossible. We pioneered high-frequency, reliable, and affordable access to space with the Falcon series of rockets. In 2015, we successfully returned the first Falcon 9 booster from space and landed it, leading the industry by at least a decade. Historically, space flights that cost billions of dollars per launch have now been reduced to tens of millions, fundamentally lowering the cost of access to space and providing opportunities to establish new businesses in space.
Connectivity. Since activating services for customers in 2020, Starlink has rapidly expanded global high-speed internet access, prioritizing service to severely underserved rural and remote communities. Building ground networks in such communities is costly, while Starlink can provide broadband connectivity anywhere on Earth with just a Starlink kit. As of March 31, 2026, we have approximately 9,600 Starlink broadband and mobile satellites in low Earth orbit, operating the world's most advanced broadband constellation, providing internet connectivity to about 10.3 million Starlink users in 164 countries, regions, and other markets. In January 2024, we also began deploying the Starlink Mobile constellation, using separate Starlink satellites with direct satellite-to-phone capabilities, significantly reducing mobile "dead zones" in about 50 countries. As of March 31, 2026, our approximately 650 V1 Mobile dedicated satellites provide satellite-to-mobile data, OTT voice, and messaging services to about 7.4 million monthly active unique devices in about 30 countries.
AI. We are the first company to deploy gigawatt-scale AI training clusters. For complex reasoning and agent workloads, computing power is directly related to the quality of intelligence and task completion speed. In less than two years, we have established a dual advantage in cost efficiency and large-scale deployment speed. By owning computing power infrastructure and achieving vertical integration across the entire AI stack, we can train and iterate frontier models at lower costs and higher speeds, accelerating development cycles. This eliminates external bottlenecks and drives rapid, continuous improvements in model performance. We believe that our advanced AI computing infrastructure, truth-seeking frontier models, and real-time data access on X create a significant strategic advantage. Our integrated AI platform Grok and X supported over 1.3 billion active accounts in the past 12 months ending March 31, 2026, including about 550 million MAUs, generating approximately 350 million daily posts. Among our MAUs, as of March 31, 2026, about 117 million MAUs utilized Grok's AI features. The deep integration of Grok with X achieves freshness, relevance, and contextual awareness, which we believe is a competitive differentiator. This direct real-time access to information and human discourse on X enhances Grok's truth-seeking capabilities by rooting outputs in the latest knowledge and diverse perspectives. Therefore, we believe Grok can provide the most objective and relevant insights and best serve high-frequency, high-value use cases in consumer and enterprise AI applications.

We have created unique new markets in the space, connectivity, and AI industries by building future integrated hardware and software infrastructure combined with extensive capabilities. For example, SpaceX's recent acquisition of xAI combines SpaceX's launch capabilities with a global connectivity network and xAI's AI development capabilities. Specifically, we believe that SpaceX's reusable rockets, scalable satellite manufacturing, and operational expertise can achieve economically efficient and rapid deployment of large-scale AI computing satellite constellations------potentially comprising millions of satellites------for orbital data centers. We believe these AI computing satellites in sun-synchronous orbit will be able to handle energy-intensive AI workloads (such as inference demands) at a scale and efficiency far exceeding ground alternatives, while Starlink provides low-latency, global connectivity, linking these orbital AI systems with people around the world and delivering real-time intelligence. We expect to begin deploying our orbital AI computing satellites as early as 2028.

Our financial performance reflects the strength of our operating model and our ability to create and scale multiple new businesses:

For the three months ended March 31, 2026, our consolidated revenue was $4.694 billion, with an operating loss of $1.943 billion and adjusted EBITDA of $1.127 billion. In 2025, our consolidated revenue was $18.674 billion, with an operating loss of $2.389 billion and adjusted EBITDA of $6.584 billion. Our space and connectivity segments contributed the vast majority of consolidated revenue for the three months ended March 31, 2026, and for the year ended December 31, 2025, demonstrating the advantages of scale and operational leverage in our vertically integrated business model;
For the three months ended March 31, 2026, our space segment revenue was $619 million, with an operating loss of $(662) million, and segment adjusted EBITDA of $(351) million. In 2025, our space segment revenue was $4.086 billion, with an operating loss of $(657) million, and segment adjusted EBITDA of $653 million. Additionally, our space segment invested $930 million and $3.004 billion for the research and development of the next-generation Starship launch vehicle project for the three months ended March 31, 2026, and for the year ended December 31, 2025, respectively. Starship aims to achieve a step-change in reusability, payload capacity, and launch frequency, and is a key driver of our long-term growth strategy, opening up new categories of missions;
For the three months ended March 31, 2026, our connectivity segment revenue was $3.257 billion, with an operating profit of $1.188 billion and segment adjusted EBITDA of $2.087 billion. Our connectivity segment (primarily driven by Starlink) generated revenue of $1.387 billion, with an operating profit of $4.423 billion and segment adjusted EBITDA of $7.168 billion in 2025, representing year-over-year growth of 49.8%, 120.4%, and 86.2%, respectively, benefiting from user growth, increased enterprise adoption, and continuous improvements in network efficiency;
In our newly acquired AI segment, we plan to prioritize growth and investment to capture significant opportunities in AI applications and computing infrastructure. For the three months ended March 31, 2026, our AI segment revenue was $818 million, with an operating loss of $(2.469) billion and segment adjusted EBITDA of $(609) million. In 2025, our AI segment revenue was $3.201 billion, with an operating loss of $(6.355) billion and segment adjusted EBITDA of $(1.237) billion, reflecting its early development stage and ongoing investments to support long-term growth opportunities in AI; and
For the three months ended March 31, 2026, our capital expenditures in the space segment were $1.052 billion, in the connectivity segment were $1.332 billion, and in the AI segment were $7.723 billion. In 2025, our capital expenditures in the space segment were $3.832 billion, in the connectivity segment were $4.178 billion, and in the AI segment were $12.727 billion.

Why This Matters Now

Since the existence of human civilization, humanity has lived on a single celestial body: Earth. The current paradigm of human civilization being confined to a single planet exposes humanity to unpredictable and uncontrollable planetary-level existential threats. By transcending our only known home, we ensure species-level redundancy and ensure that the light of consciousness is not bound to a single planet that is inevitably affected by the harsh and vast dangers of the universe. We do not want humanity to face the same fate as the dinosaurs. We want to give them a reason to look forward to the future with excitement, as we enter an era of abundance, with endless prosperity and an exciting future.

For decades, the reality of traveling between planets and stars has been thrilling, but remains locked in science fiction and on screens. We have the ability to better understand the universe, explore the universe, and ultimately make life in the universe a multi-planetary existence. We are becoming a civilization capable of transcending the cradle of Earth and beginning to inhabit other worlds. While we remain committed to this fundamental mission, our progress in entering space continues to bring opportunities to enrich life on Earth. For example, by significantly lowering the cost of access to space, we have been able to expand our mission to address some of the most pressing challenges on Earth, including bridging the digital divide by connecting over 3 billion unconnected people to the internet and human collective knowledge.

The rapid arrival of the AI era has intensified the urgency of our mission, as AI has the potential not only to accelerate space exploration but also to drive transformative social progress on Earth. However, the ability of AI to change human potential directly depends on meeting the resource demands of exponential growth. On Earth, the large-scale expansion of data center capacity to support the growing demand for computing power has significantly outpaced power generation, while U.S. power generation has remained flat for about 15 years, with a compound annual growth rate of only 0.1% from 2008 to 2023. Despite a recent increase in power demand from AI data centers, the annual growth rate of U.S. power generation is still below 3% from 2023 to 2025, while China's power generation growth rate during the same period is about twice that rate. This supply-demand imbalance has already placed unsustainable pressure on ground grids, supply chains, and the environment.

The sun contains about 99.8% of the energy in the solar system, so we believe it is the only truly scalable solution to ground energy constraints in the AI era. Utilizing this energy in space is far more efficient than on land. Space solar arrays can generate over five times the energy per unit area compared to ground solar energy due to continuous illumination, no atmospheric interference, and optimal orientation. SpaceX is well-positioned to capture this space solar energy due to our ability to rapidly enter sun-synchronous orbit through satellite manufacturing scale and launch capabilities. Therefore, we are expanding our footprint and harnessing the vast resources of space, which are critical for sustaining technological advancement. Our goal is to ensure that AI becomes a force for promoting human prosperity and benefiting civilization, rather than a catalyst for resource depletion and instability on the ground.

We believe that our current space efforts will catalyze transformative breakthroughs that could reshape ground industries and lead to the emergence of new trillion-dollar markets on the Moon, Mars, and beyond. In particular, we believe that the goal of establishing a lunar presence will achieve terawatt-scale annual AI computing growth, supporting deeper space exploration and industrialization, and serving as a stepping stone for establishing civilization on Mars. We believe that the next paradigm shift for humanity is to create a resilient, continuously expanding space civilization that drives ongoing innovation at new frontiers, ultimately propelling us to a Kardashev Type II civilization------we believe we can usher in an unprecedented era of economic expansion while also safeguarding humanity's future from existential risks.

Who We Are

SpaceX combines some of the most transformative and critical technologies in human history, including reusable rockets, global internet services, satellite-to-mobile communications, real-time information, entertainment, and free speech platforms, as well as truth-seeking AI systems designed to accelerate scientific discovery and enhance human capabilities.

Our Unparalleled Launch Capabilities

Since our founding in 2002, SpaceX has cracked the code for large-scale access to space, transforming an industry characterized by stagnation, risk aversion, and economically distorted cost structures for decades. We design, manufacture, launch, and refurbish reusable launch vehicles, providing cost-effective, reliable, and high-frequency access to space for our own purposes as well as for third-party commercial and government customers. Our extensive vertical integration and end-to-end control over the entire value chain from design to launch to operation enable us to achieve unprecedented speed and cost efficiency.

As of March 31, 2026, SpaceX has launched approximately 7,400 metric tons to orbit using Falcon rockets, with a mission success rate exceeding 99%. We have completed approximately 650 orbital space launches, over 540 of which were completed by flight-proven Falcon rockets. With the successful launch of Falcon 1 in 2008, we became the first private company to successfully launch a liquid-fueled rocket into Earth orbit. In December 2015, we achieved what many thought was impossible: landing a rocket that had been launched into space back on Earth. By 2017, we routinely recovered and reused Falcon 9 first-stage boosters, achieving another step change in the cost of access to space through groundbreaking reusability. As of March 31, 2026, our Falcon 9 rockets have demonstrated the ability to fly the first stage 34 times. With the future deployment of Starship (designed to be the world's first fully and rapidly reusable spacecraft), we aim to reduce the cost of access to orbit by 99% or more relative to historical average launch costs, establishing the most affordable and scalable path to new opportunities in space (such as orbital AI computing and Mars exploration).

Our primary launch vehicles and spacecraft include:

Falcon 9. As the world's first orbital-class rapidly reusable rocket, Falcon 9 had its first launch in 2010, with a payload capacity of approximately 23 metric tons to low Earth orbit (LEO) in a fully expendable configuration. As of March 31, 2026, Falcon 9 has completed approximately 620 orbital space launches, with a mission success rate exceeding 99%. According to NASA, the first version of Falcon 9 in 2010 reduced launch costs to approximately $2,700 per kilogram, about 85% lower than the historical average launch cost of $18,500 per kilogram.
Falcon Heavy. Falcon Heavy had its first launch in 2018, sending a Tesla all-electric sports car ("Tesla Roadster") and its mannequin passenger named Starman into orbit around the sun. With a payload capacity of approximately 64 metric tons to LEO, Falcon Heavy is a partially reusable super heavy-lift launch vehicle designed to deliver large payloads to orbit. Falcon Heavy is one of the most powerful operational rockets in the world, measured by thrust at liftoff, and has conducted 11 launches as of March 31, 2026, with a 100% mission success rate.
Dragon. Launched by Falcon 9 in 2012, our Dragon spacecraft became the first commercial spacecraft to deliver cargo to the International Space Station (ISS), which serves as a research facility and crewed space destination, and eight years later became the first privately built crewed vehicle to fly to that orbital laboratory. Since 2020, our Dragon spacecraft has safely transported 78 crew members from 20 countries.
Starship. First launched in 2023, Starship is designed to be a fully reusable super heavy-lift launch vehicle. Starship V3 aims to deliver 100 metric tons of payload to Earth orbit in a fully reusable configuration while achieving rapid turnaround times similar to commercial aviation. Future generations of Starship are being designed to double payload capacity. To date, we have conducted 11 Starship flight tests. We have also planned a 12th flight test, which will debut the next-generation Starship vehicle and Super Heavy booster powered by the next generation of our Raptor engines, launching from a newly designed launch pad at Starbase. We expect Starship to begin delivering payloads to orbit in the second half of 2026. We have achieved innovative milestones, such as capturing boosters on the same tower using a "chopstick" arm. We expect this capability to facilitate rapid refurbishment and reuse, allowing for multiple launches per day and reducing costs.

After achieving rocket reusability, we recognized the immense potential of our launch business to create new revenue streams. This led to the development of Starlink, our global satellite internet constellation composed of thousands of LEO satellites, designed to provide high-speed, low-latency broadband connectivity to severely underserved areas around the world. While the concept of using satellites for global internet connectivity dates back decades, the technological challenges and the costs associated with launching and deploying the required satellites historically made such connectivity economically unfeasible.

Within three years of our first satellite launch in 2019, we solved the technical and production challenges of satellites and deployed the largest existing LEO constellation within five years. Today, Starlink is the only available low-latency network globally. By combining increasing launch frequency, expanded cargo capacity, and unit cost reductions driven by rapid reusability, we have created a compound competitive advantage. This not only solidifies our core business but also provides vast new market opportunities uniquely enabled by space.

Our Leading Capabilities Across Space, Connectivity, and AI

Space. While our launch capabilities support our other businesses (such as Starlink consumer broadband and Starlink Mobile), we also sell launch services to third-party customers. We provide launch services for satellites, cargo, and crewed missions to commercial, civil, international, and government customers using reusable Falcon 9 and Falcon Heavy rockets. We are a major launch provider for the U.S. government. In 2025, we executed 11 of the heavy missions in NASA's 12 National Security Space Launch (NSSL) missions and all five U.S. crewed and cargo missions to the International Space Station.

Connectivity. Our connectivity business includes Starlink consumer broadband, enterprise solutions, government solutions, and Starlink Mobile.

Starlink Consumer Broadband. We operate the world's largest and most advanced space-based internet broadband service. We offer fiber-like download speeds------as of March 31, 2026, the median peak period for residential users was 225 Mbps------and have the technical capability to provide service anywhere on Earth (including the poles). This service quality is supported by our vast network of approximately 9,600 low Earth orbit Starlink broadband and mobile satellites, which as of March 31, 2026, accounted for about 75% of all active maneuverable satellites in orbit. We expect to begin deploying the next-generation V3 satellites using Starship in the second half of 2026, designed to provide 1 Tbps of downlink capacity per satellite. We expect a single Starship launch to deploy up to 60 V3 satellites to LEO, increasing Starlink's downlink capacity deployment potential by 20 times compared to Falcon 9 launches.
Enterprise Solutions. SpaceX is a key partner for a wide range of enterprises. We provide high-speed, low-latency, reliable internet services via Starlink to enterprise customers across industries such as construction, agriculture, retail, telecommunications, hospitality, aviation, maritime, and land mobility. Starlink's unique capabilities are well-suited for deployment in locations such as field offices, remote job sites, research stations, drilling platforms, rural hospitals, aircraft, cruise ships, trains, and hotels. We also serve a broad customer base of fixed-site clients in industries such as retail and financial services that require high availability for critical operations and reliable connectivity in remote or hard-to-service locations.
Government Solutions. For our government customers, we provide high-speed, resilient connectivity for public services, social impact, humanitarian efforts, and disaster response, even in the most remote and challenging environments. Starshield leverages our commercial LEO satellite constellation engineering expertise and operational experience to develop a secure, dedicated satellite network designed for U.S. government customers and national security applications.
Starlink Mobile. We provide satellite-to-mobile connectivity, supplementing ground networks and significantly reducing mobile "dead zones" in about 50 countries. By partnering with about 30 mobile network operators (MNOs) across six continents, we enable consumers, businesses, and public sector customers to use existing phones in more places, supporting critical connectivity during disasters and power outages, and opening new applications for low-bandwidth mobile and IoT devices.

AI. We operate a highly vertically integrated AI platform.

AI Computing Infrastructure. xAI has established a leading position in building and scaling ground AI computing infrastructure, becoming the first company to deploy coherent gigawatt-scale AI training clusters. We own and operate what we believe to be the largest AI training data center cluster on Earth, including COLOSSUS and COLOSSUS II. The Teraflop chip manufacturing program in collaboration with Tesla and Intel aims to further extend our vertical integration into chip design and manufacturing to mitigate potential chip shortages for SpaceX in the future, optimize computing performance, and possibly reduce overall computing costs. In matters related to this collaboration, we have reached an agreement with Tesla on the overall framework for the future development of Teraflop. Any specific projects under this framework will be subject to separate negotiations and agreements (including any development timelines, milestones, and capital expenditures) and have not yet been determined. We believe that the key constraint to AI's continued growth is physical------chip manufacturing, data center infrastructure, and power generation; the future of AI will be determined by control over the physical stack.
Truth-Seeking Frontier Models. Since the launch of Grok-1 in November 2023, we have released four major versions and their significant variants, achieving one of the industry's fastest iteration cycles. Within two years of the initial model release, Grok reached the frontier level in scientific reasoning (measured by GPQA Diamond scores, which are standardized questions written and verified by experts), with a timeline faster than those reported by other leading model providers. Based on this trajectory, we expect to continue scaling Grok through subsequent generations. The ongoing training of next-generation models is expected to expand to trillions of parameters, which could represent a leap in reasoning depth and overall intelligence. In this context, the number of parameters refers to the size of the model, where parameters are numerical values within the model, such as "weights," adjusted during training to enable the model to recognize patterns and relationships in data. A larger number of parameters typically allows the model to capture more complex relationships, store more knowledge, and achieve higher levels of reasoning capability. This accelerated rate of innovation stems from our highly vertically integrated stack: fully owning the training infrastructure; access to the world's most powerful computing clusters; and an unwavering focus on truth-seeking and real-world utility. A key competitive differentiator is Grok's deep integration with X, allowing it proprietary access to a real-time information stream of approximately 350 million daily posts, enhancing Grok's freshness, relevance, and contextual awareness. This direct real-time access to information and human discourse on X enhances Grok's truth-seeking capabilities by rooting outputs in the latest knowledge and diverse perspectives.

Consumer and Enterprise Applications. We leverage leading frontier models and computing infrastructure to provide consumer and enterprise applications. We are also collaborating with Tesla to develop Macrohard, an agent AI platform designed to fully simulate digital workflows and enhance human operation of computers using complex autonomous agents. We believe Macrohard has the potential to fundamentally change the structure and operation of companies, leading to dramatic increases in human productivity.

Our Repeatable Business Model

Our business model is built on a repeatable, engineering-driven framework that combines our unparalleled launch capabilities, extreme vertical integration, rapid iteration, and disciplined capital investment to create lasting, large-scale businesses. We execute this framework through the following core principles:

Leverage our unparalleled launch capabilities to achieve scale;
Identify and create new trillion-dollar market opportunities;
Design solutions with world-class engineering and first principles thinking;
Apply "algorithms" (reduce stupidity, eliminate, optimize, accelerate, automate);
Vertically integrate to the end customer;
Continuously reduce costs and increase throughput; and
Generate significant cash flow and reinvest in the future.

Our Engineering-First Culture

We are able to achieve transformative technological breakthroughs because we only accept the laws of physics as the limiting factors for our work and mission. Our core approach is deeply rooted in first principles thinking, rejecting any preconceived notions or empirically based norms. We have a track record of achieving what many consider impossible. Our industry-defining achievements and historical milestones include:

The first private company to develop and launch a liquid-fueled rocket into orbit (2008);
The first private company to successfully dock a private spacecraft with the International Space Station (2012);
The first successful booster landing (2015) and reuse of an orbital-class rocket booster (2017);
The first to begin deploying a large-scale LEO broadband satellite constellation (2019);
The first private company to transport astronauts to orbit, restoring U.S. capability for round trips to the International Space Station (2020);
The first to mass-manufacture consumer-grade phased array user terminals (2022);
The first to deploy a large-scale LEO satellite-to-mobile constellation (2025);
The first to build gigawatt-scale AI training clusters and the largest coherent supercomputer (2026);
The first gigawatt-scale Megapack battery installation (2026); and
The only company capable of building orbital AI computing at scale.

Our AI Compute Infrastructure Advantage and Growth Strategy

Why Computing Power Matters. We believe that AI leadership will be determined by the ability to rapidly scale computing capacity to support exponential usage growth and frontier intelligence. The training and inference required for advanced AI models demand substantial computational resources. The inference model launched in 2024 demonstrated that allocating more computational resources and providing models with more processing time during inference directly leads to higher quality intelligence. Furthermore, achieving end-to-end, cluster-level coherence in computing infrastructure through tight integration between software and hardware systems enables more efficient, stable, and higher fidelity training and inference at scale------ultimately enhancing model intelligence and performance. In inference, we expect compute-intensive reasoning, agent, and multimodal workloads to continue to grow as part of overall usage. Therefore, we believe that operators with advantages in model-to-compute integration (effectively supporting and allocating training and inference workloads) are best positioned to win in the AI race.

Self-Reinforcing Network Effects Between Lower Per Token Costs, Model Quality, and User Adoption. AI systems are ultimately constrained or differentiated by the cost, speed, and scale of the tokens they generate and process. "Tokens" represent the basic units of data consumed and produced by modern AI models. This is because lower per-token costs enable more frequent model training, larger and more complex models, longer inference and agent workload processing chains, and significantly higher inference volumes at economically viable prices. This dynamic directly impacts model quality, responsiveness, and accessibility, while also determining the ability to meet the growing global demand in consumer, enterprise, and mission-critical AI applications. This creates a self-reinforcing advantage where lower token costs drive higher model quality and user adoption, thereby reinforcing AI leadership.

Compute Costs are the Primary Driver of Per Token Costs. The total per-token cost is determined by the efficiency, availability, and unit economics of the underlying compute, as well as the costs of building and operating compute infrastructure. Improvements in the costs of building and operating this compute infrastructure------whether through reducing data center construction costs, lowering power infrastructure costs, shortening grid interconnection times, or improving cluster-level throughput------directly translate into lower per-token costs. Therefore, for a given level of intelligence, we expect the long-term economics of AI companies to be driven by the ability to continuously provide frontier computing at the lowest possible per-token cost. In short, we view per-token costs as a function of three primary inputs------the underlying AI model, compute hardware, and energy, where we expect to have competitive advantages in the latter two cost components. We believe that through continued vertical integration and proprietary chip development, we have pathways to significantly reduce compute hardware costs over time, building on our experience designing custom silicon for Starlink satellites. We also expect that the marginal energy costs of our AI compute satellites will be very low, as our satellites are powered by space solar arrays. By minimizing the energy component and pursuing improvements in compute hardware costs, we believe we can achieve meaningfully lower overall per-token costs in the future.

We Have Dual Speed and Cost Advantages in Ground AI Compute. We own and operate what we believe to be the largest AI training data center cluster on Earth. Our AI compute facilities, COLOSSUS and COLOSSUS II, provide approximately 1.0 gigawatt of compute capacity, with additional power capacity available for data center operations. Our first principles thinking allows us to build coherent compute faster and at lower costs than most other companies in the industry. To bring compute clusters online as quickly as possible, we employ vertical integration and flexible construction methods. We brought the first cluster of COLOSSUS online in 122 days, reconfiguring the shell of an existing factory, and the first cluster of COLOSSUS II was even faster, coming online in 91 days. As a comparative illustration, it typically takes about two years to bring a 100-megawatt greenfield data center online. We have also demonstrated significant cost efficiency improvements, with the data center construction costs of COLOSSUS II significantly lower on a per-megawatt basis than industry benchmarks.

We Believe Orbital AI Can Accelerate Power Acquisition Times and Lower Token Costs. The sun contains about 99.8% of the energy in the solar system and provides what we believe to be the only truly scalable solution to the accelerating challenges of compute demand relative to ground energy constraints. The logical path forward is to transfer energy-intensive AI workloads to orbit, where solar energy is nearly constant and uninterrupted. With this energy accessibility, we believe our launch business will enable us to continuously activate the highest performance hardware ahead of competitors, shortening the time to obtain useful tokens on frontier hardware and maintaining our token cost advantage. We believe SpaceX is uniquely positioned to deploy and operate data centers in orbit, which may ultimately achieve lower costs than ground data centers due to our extreme vertical integration approach across launches, scalable satellite manufacturing, network connectivity, and ground data center expertise.

We Believe We Have the Capability to Provide Orbital AI Compute. We believe that orbital AI compute is a highly challenging technical problem that only we can solve at scale in the short term. We are the only company that has already completed the key technical challenges related to evolving connectivity satellites into AI compute satellites. In our view, we are well-positioned to provide a full-scale AI compute satellite constellation. A significant amount of work remains to be done, but we are confident in our unique leadership position.

We have unparalleled satellite launch capabilities to achieve large-scale deployment. Deploying 100 gigawatts of compute power through satellites with over 100 kilowatts of compute power per ton will require thousands of launches each year, delivering approximately 1 million tons of mass to orbit annually. The fully reusable nature of Starship enables us to launch at this mass level. Starlink broadband V1 and V2 Mini satellites have demonstrated launch survivability and high reliability under vibration, shock, g-loads, acoustic stress, and vacuum exposure, achieving an average uptime of 99.9%.
We have solved many significant technical hurdles in evolving connectivity satellites into AI compute satellites. Through our leading expertise in connectivity satellites------including mass production, deployment, network operations, and inter-satellite laser and mesh connectivity------we have addressed the most challenging aspects of AI compute satellite development. Because AI compute satellites represent an evolution of spacecraft engineering proven by Starlink, we believe that developing AI compute satellites will be easier for us than for others. Our existing Starlink constellation is another key enabler of orbital AI compute, as its global network allows data from our AI compute satellites to reach ground stations anywhere on Earth.
We will leverage our proven Starlink on-orbit technology to optimize our orbital AI compute. To operate orbital AI compute satellites, we plan to build on our extensive experience operating approximately 9,600 low Earth orbit Starlink broadband and mobile satellites. In 2023 alone, Starlink satellites actively executed over 1,000 automated collision avoidance maneuvers daily under the guidance of this technology to operate the constellation safely and efficiently. This operational model allows us to control workload placement between Earth and space while maintaining resilience through redundancy and fail-safe systems. High controllability will allow satellites to be optimized for brightness mitigation, disposal, and other operational modes.
We are capable of rapidly scaling the manufacturing of our AI compute constellation. We have built one of the largest satellite manufacturing operations globally. Our limited reliance on third-party suppliers through vertical integration will be key to our scaling efforts and should enable us to deploy the latest AI processors. We believe SpaceX will be the first and only company capable of manufacturing satellites at automotive manufacturing scale.
We are building chip manufacturing capabilities to scale our access to AI compute hardware. In March 2026, we announced a collaboration with Tesla to build the Terafab program, with the long-term goal of producing one terawatt of compute hardware annually. In matters related to this collaboration, we have reached an agreement with Tesla on the overall framework for the future development of Terafab. Intel joined the project in April 2026, expected to contribute its expertise in designing, manufacturing, and packaging ultra-high-performance chips to help scale Terafab. Any specific projects under this framework will be subject to separate negotiations and agreements (including any development timelines, milestones, and capital expenditures) and have not yet been determined. With this in-house manufacturing capability, we plan to mitigate potential chip shortages for SpaceX in the future, especially as we scale the development of orbital AI and design chips optimized for the space environment.
We are able to leverage our experience on the ground to scale the construction and operation of compute clusters and AI workloads. We believe our experience operating compute infrastructure on Earth provides the technical and operational foundation for extending these capabilities to orbit. For example, we plan to conduct extensive pre-deployment testing of compute hardware on Earth to identify early-life failures before launch, reducing in-orbit interruptions. For compute hardware that does fail, we plan to use existing Starlink fleet management software to reallocate traffic to other satellites and prevent cluster-level outages.

We Believe Our Infrastructure Has Unique Advantages in Delivering Superior AI. We expect that competitive per-token costs, our ability to deploy and operate data centers in orbit, and our strengths in connectivity will combine to deliver more scalable, globally accessible intelligence at high speeds.

Our Strengths

Global leadership in orbital launch services
Unparalleled satellite and connectivity platform across design, manufacturing, deployment, and operation
Truth-seeking AI models enhanced by real-time data
Extreme vertical integration, achieving high speed and excellent cost efficiency at scale
Unique capabilities to scale new trillion-dollar markets across space, connectivity, and AI
Difficult-to-replicate business model
Mission-driven culture and world-class talent

Our Growth Strategies

Space

Increase launch payload capacity
Establish a lunar economy, including cargo transport, manufacturing, and energy production on the Moon

Connectivity

Increase Starlink broadband users
Expand our Starlink Mobile product
Increase the capacity of our constellation

Increase monetization of consumer AI platforms
Increase monetization of X
Deepen enterprise and government adoption
Scale ground power and AI compute infrastructure
Deploy orbital AI compute at scale
Design and manufacture our own chips
Launch digital human augmentation

Future Markets

Point-to-point ground travel
Space tourism
On-orbit manufacturing
Human and cargo transport to the Moon and Mars
Energy production on the Moon and Mars
Manufacturing capabilities on the Moon and Mars
Asteroid mining

Our Market Opportunity

We believe we have identified the largest total addressable market (TAM) in human history. We estimate our quantifiable TAM to be $28.5 trillion, including $370 billion in the space segment (from space-enabled solutions); $1.6 trillion in the connectivity segment ($870 billion from Starlink broadband and $740 billion from Starlink Mobile, plus additional opportunities for enterprises and governments); and $26.5 trillion in the AI segment ($2.4 trillion for AI infrastructure, $760 billion for consumer subscriptions, $600 billion for digital advertising, and $22.7 trillion for enterprise applications). To illustrate the scale of our addressable market opportunity, our global estimates exclude China and Russia.

SpaceX's Estimated TAM by Segment

Our Challenges

We face multiple challenges related to our business and growth strategies, ultimately concerning our mission to "enable life to become multi-planetary, understand the true nature of the universe, and extend the light of consciousness to the stars." The pursuit of this mission drives our decisions and forms the basis of our business plan, which is predicated on building, commercializing, and operating services and products at a scale that has not been achieved before. This goal requires us to develop and integrate complex, novel technologies, create new processes and infrastructure, and coordinate among multiple suppliers, contractors, regulators, and stakeholders. As we attempt to execute at an unprecedented scale, we face significantly heightened uncertainty in design, engineering, procurement, construction, commissioning, and operational performance. In particular, our ability to execute our growth strategies is highly dependent on the successful development and scaling of Starship and our ability to increase launch frequency, both of which are subject to inherent challenges and uncertainties in developing and deploying novel complex technologies.

Additionally, many of the initiatives described under "Our Growth Strategies" (including large-scale development of orbital AI compute, large-scale manufacturing of AI chips, establishing a lunar economy, transporting humans and cargo to the Moon and Mars, and developing human augmentation systems) involve significant technological complexity, unproven technologies, or technologies that do not yet exist, which may not achieve commercial viability. Many of the innovative products and services described in other sections of this prospectus may ultimately not succeed, may require substantial expenditures, unachieved innovations, or undeveloped technologies. Therefore, the timelines for certain initiatives involving unproven or new innovations (including our goals of deploying 100 gigawatts of annual orbital compute, establishing a lunar economy, and interstellar industrialization, as well as the launch frequency required to achieve these goals) may be difficult or impossible to determine. The execution timelines of our growth strategies may take longer than anticipated, and you may not achieve a return on investment within the expected timeframe (or at all).

Moreover, we anticipate that part of our market opportunity is related to the industries described under "Future Markets." Some of these industries (such as space tourism and lunar cargo transport) are still in emerging stages. Other industries (including on-orbit manufacturing, lunar and Mars passenger and cargo transport, lunar and Mars energy production, lunar and Mars manufacturing capabilities, and asteroid mining) do not currently exist. While we believe these industries will develop over time, the manner in which they emerge (including the timing of commercialization, scale and speed of adoption, and applicable competitive, technological, regulatory, geopolitical, and economic frameworks) may differ significantly from our current expectations.

Our space, connectivity, and AI segments also face the following challenges and uncertainties (among others):

Space: Our growth strategies rely on increasing launch frequency and payload capacity, which depend on the large-scale successful development of Starship. Unexpected design modifications, supply chain disruptions, anomalies, environmental issues, and other unforeseen technical challenges may delay or fail the Starship deployment timeline, thereby delaying or hindering our ability to achieve other business objectives (such as deploying the next generation of satellites, expanding satellite-to-mobile connectivity services, and deploying orbital AI compute infrastructure).
Connectivity: Our satellite connectivity (including global satellite-to-mobile connectivity services under Starlink Mobile) relies on access to radio frequency spectrum and authorization from the U.S. Federal Communications Commission (FCC) and other national telecommunications regulators. Obtaining the necessary authorizations can be a complex and time-consuming process. Without these licenses and approvals, we are generally unable to provide connectivity services in specific markets. Spectrum access itself is limited and highly regulated. Additionally, the growth of our connectivity services depends on increasing awareness and acceptance of Starlink connectivity in numerous international markets, each with its unique challenges.
AI: Our AI business is in a relatively early stage and is being integrated into the organization, with its business strategy still being formulated and requiring substantial capital expenditures to fund compute, infrastructure and power generation, model training, and product development. Furthermore, our AI business faces inherent challenges in an emerging, highly competitive, capital-intensive, and rapidly changing industry, including potential disruptive technological changes, evolving industry and regulatory standards, emerging and well-funded competitors, frequent new product and service launches, and changing customer demands.

Any of the above challenges, as well as other currently unknown challenges, could have a negative impact on our business, financial condition, and operating results. For a discussion of challenges, risks, and limitations that may adversely affect our future prospects, please refer to other sections of this prospectus.

Recent Developments

Collaboration with Cursor

In April 2026, we entered into a computing power and options agreement with Anysphere, Inc. (doing business as Cursor, a private software company based in San Francisco), which we believe is a highly attractive extension of our vertically integrated computing infrastructure, models, and applications strategy. Under the computing power agreement, we will provide Cursor with specific GPU cluster computing capacity and collaborate to improve existing models (including Grok), as well as potentially co-develop AI models and related model-specific deliverables or products. Under the options agreement, we have the right (but not the obligation) to acquire Cursor at a predetermined price or pay a fee. We believe that software development is a strategically important use case for AI, as it combines high-quality structured data, rapid feedback cycles, and frequent, mission-critical usage. AI-assisted coding workflows generate context-rich, verifiable data that can enhance model training and performance while driving ongoing inference demand. The deep integration of Cursor with high-frequency coding workflows generates valuable developer interaction data, including coding generation prompts, iteration cycles, and software architecture decisions. We expect that access to this data will enhance our model training and inference (including Grok). At the same time, by providing access to our large-scale computing infrastructure, we believe we can help Cursor deliver a faster and higher-quality user experience. Our collaboration with Cursor may also accelerate our AI strategy by integrating our AI models more directly into developer workflows and expanding the distribution of our AI capabilities through highly engaging software interfaces.

If we proceed with the acquisition of Cursor after this offering, the acquisition consideration will consist of our Class A common stock, based on an implied equity value of $60 billion for Cursor, and equal to the volume-weighted average closing price of our Class A common stock over the seven consecutive trading days prior to the acquisition's completion. If (i) we decide to terminate the options agreement, or (ii) Cursor is eligible and decides to terminate due to our material breach (subject to notice and remedy provisions), Cursor will be entitled to a $1.5 billion termination fee under the options agreement and an $8.5 billion deferred service fee under the computing power agreement. These fees will be paid in cash (or Class A common stock, if the fees are paid before the completion of this offering). For more information about our arrangement with Cursor (including the acquisition options), please refer to other sections of this prospectus under "Business---Collaboration with Cursor."

Computing Power Service Agreements with Third Parties

We believe that our computing power infrastructure and related strategies provide us with strong flexibility in how we allocate and monetize capacity. We can use computing resources to support our proprietary AI applications (such as Grok 5 currently being trained on COLOSSUS II) while also providing selected access to computing capacity to third-party customers. For example, in May 2026, we entered into Cloud Services Agreements with Anthropic PBC (an AI research and development nonprofit) for access to the computing capacity of COLOSSUS and COLOSSUS II.

Under these agreements, the customer agrees to pay us $1.25 billion per month through May 2029, gradually increasing capacity at lower fees in May and June 2026. Either party may terminate the agreement with 90 days' notice. The customer retains all ownership and intellectual property rights to its content, AI models, and related data. This structure allows us to monetize unused computing capacity in our infrastructure while still allowing for capacity to be reallocated for our own internal initiatives when needed in the future. We have sufficient capacity to provide computing power for our own AI models, including supporting training and inference demands, and to fulfill our obligations under these agreements. We expect to enter into more similar service contracts. We believe this opportunity highlights the growing importance of large-scale, frontier-level AI infrastructure and positions us as a differentiated provider of high-performance computing capacity, serving both internal and third-party AI workloads. We believe our dual monetization strategy provides multiple pathways for returns on invested capital.

Founder, Chief Executive Officer, Chief Technical Officer and Chairman of Our Board

Mr. Musk is our founder, Chief Executive Officer, Chief Technical Officer, and Chairman of the Board. Assuming an initial public offering price of ___ per share (the midpoint of the estimated price range described on the cover of this prospectus), Mr. Musk will own approximately ___% of the voting power of our common stock after this offering through his holdings of our Class A common stock and Class B common stock (approximately ___% if the underwriters fully exercise their over-allotment option).

Under our charter, holders of Class B common stock have the right to elect a majority of the board of directors (such directors being "Class B Directors") as long as any shares of Class B common stock remain outstanding. As the holder of a majority of the Class B common stock, Mr. Musk will be able to elect, remove, or fill any vacancies among the Class B Directors. Furthermore, as long as he beneficially owns more than 50% of the voting power of our common stock, Mr. Musk will control the selection of our board of directors. Therefore, Mr. Musk will have the right to control the outcome of matters requiring shareholder approval, including the election of all our directors and control our business and affairs.

Our Controlled Company Status

After this offering, we will become a controlled company under the Nasdaq and Nasdaq Texas listing rules. Controlled companies are not required to have a board of directors composed of a majority of independent directors or to establish independent compensation and nominating committees. As a controlled company, we remain subject to rules requiring us to have an audit committee composed entirely of independent directors.

Corporate Information

We were incorporated on March 14, 2002, as Space Exploration Technologies Corp. (a Delaware corporation) and re-registered as a Texas corporation on February 14, 2024. Our principal executive office is located at 1 Rocket Road, Starbase, Texas 78521. Our website address is www.spacex.com. The information contained on our website or linked therein or otherwise connected thereto does not constitute a part of this prospectus or the registration statement it constitutes, nor is it incorporated by reference herein.

Summary of Risk Factors

Investing in our Class A common stock involves risks and uncertainties. Below is a summary of the principal factors that make an investment in our Class A common stock speculative or risky, all of which are described in more detail in the "Risk Factors" section below. This summary should be read in conjunction with the "Risk Factors" section and should not be considered a comprehensive summary.

The failure or delay of large-scale development of Starship, or the subsequent inability to achieve the required launch frequency, reusability, and capability, will delay or limit our ability to execute our growth strategies, including deploying the next generation of satellites, global satellite-to-mobile connectivity, and orbital AI compute, which could have a material adverse effect on our business, financial condition, operating results, and future prospects.
Any delays or difficulties in obtaining, maintaining, or renewing the regulatory approvals and permits required for our space-related activities (including launch and re-entry licenses from the FAA) will significantly delay or disrupt our operations, harm our business, or limit our ability to execute our business strategy.
Any delays or difficulties in obtaining, maintaining, or renewing the communication licenses and spectrum authorizations required for our satellite connectivity services (including international and FCC satellite spectrum licenses) will significantly delay or disrupt our operations, harm our business, or limit our ability to execute our business strategy.
Our AI products and the X platform are subject to complex and evolving U.S. and foreign laws and regulations, which may change and be subject to uncertain interpretations, and we may be required to modify our products and business practices and face fines, increased operating costs, decreased user growth or engagement, customer attrition, or other harms to our AI products and the X platform.
Our business strategy relies on successfully designing, developing, and deploying our products and services and related platforms, infrastructure, and other strategic initiatives at an unprecedented scale, which entails significant execution, cost, and timing risks.
We have experienced and are likely to continue to experience launch delays and failures, which could have a material adverse effect on our business, financial condition, operating results, and future prospects.
Our satellites, rockets, and other space-related technologies operate in harsh and unpredictable space environments (in the case of orbital AI compute, will operate), facing a wide range of unique space-related risks that could lead to their failure or malfunction, and any such failure or malfunction could adversely affect our business, financial condition, operating results, and future prospects.
The ongoing proliferation of low Earth orbit satellite constellations and the risk of collisions with space debris or other spacecraft may limit or harm our launch flexibility and satellite deployment, which could adversely affect our business, financial condition, operating results, and future prospects.
Interruptions in the operation of key satellite networks, ground stations, launches, manufacturing, or spacecraft or data center infrastructure could lead to significant downtime, operational delays, or service loss, each of which could have a material adverse effect on our business, financial condition, operating results, and future prospects.
Manufacturing, testing, and launching rockets, satellites, and spacecraft (including our efforts to reuse rockets and spacecraft) involves inherent risks that may result in personal injury or death, property damage, and environmental harm or other adverse environmental impacts due to accidents or equipment failures. Any such events could result in significant losses, including reputational damage and legal liability, which could have a material adverse effect on our business.
While we focus on vertical integration of our business, we rely on third parties to manufacture and supply certain key components required for launches, connectivity, and AI services, and any supply shortages or disruptions or failures in their performance could have a material adverse effect on our business, financial condition, operating results, and future prospects.