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- Controlled Company (unchanged) — Musk's Class B holdings (including 1.3 billion restricted shares votable pre-vesting) maintain founder control; dual-class structure persists post-IPO.
- Child-Safety / Csam Regulatory Exposure (unchanged) — Prospectus discloses ongoing regulatory scrutiny over child-safety issues on the X platform ('children in sexualized' content).
- Ai/Data-Protection Regulatory Inquiry (unchanged) — Europe's Data Protection Commission launched a large-scale inquiry into the AI segment's privacy practices; outcome uncertain.
- Ai Compute Customer Credit Risk (new) — Some customers purchasing compute services are not cash flow positive and depend on external financing to pay; collection risk if funding dries up.
SPCX files S-1/A with Musk's 1.3B restricted shares tied to Mars colony, 100TW compute goals
Filed May 31, 2026 · Compared to S-1 May 19, 2026 · ~2 min read
IPO Snapshot
Deterministic| Metric | Value |
|---|---|
| Pricing stage | Preliminary (S-1/A) |
| Post-offering shares outstanding | 6,824,641,355 |
| Founder promote cost | $0.001 per share |
Extracted deterministically from prospectus source text (and SEC XBRL where available). Not generated by the model. Verify on EDGAR →
IPO filing cluster
Same offering- S-1 May 19, 2026 SpaceX (SPCX) files for IPO at preliminary price range; Musk to retain voting control via dual-class structure EDGAR →
- S-1/A May 31, 2026 This filing EDGAR →
- S-1/A Jun 2, 2026 SpaceX prices $75B IPO at $135/share; Musk retains 82% voting control via dual-class structure EDGAR →
- 424B4 Jun 11, 2026 SpaceX prices 555.6M-share IPO at $135.00, raising $74.4B net proceeds ($85.7B with overallotment) EDGAR →
- 8-K Jun 15, 2026 SpaceX completes $86B IPO, converts 103M preferred shares to dual-class common stock EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
To date, we have executed 11 Starship flight tests. We have also scheduled a 12th flight test, which will debut the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Current filing · verify on EDGAR →
To date, we have executed 12 Starship flight tests, with our 12th flight test in May 2026 debuting the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Prior filing · verify on EDGAR →
Falcon 9 has achieved ... over 530 successful booster landings and more than 540 launches completed by a flight- ... proven Falcon rocket
Current filing · verify on EDGAR →
Falcon 9 has achieved ... over 570 successful booster landings and more than 540 launches completed by a flight- ... proven Falcon rocket
Prior filing · verify on EDGAR →
To date, we have executed 11 Starship flight tests. We have also scheduled a 12th flight test, which will debut the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Current filing · verify on EDGAR →
To date, we have executed 12 Starship flight tests, with our 12th flight test in May 2026 debuting the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Key Changes
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high
Musk holds 1.3 billion restricted Class B shares with performance vesting: 1 billion vest on market-cap milestones plus a Mars colony of 1 million inhabitants; 302 million vest on market-cap milestones plus 100 terawatts of off-Earth compute annually.
Offering: Musk restricted stock vesting verify on EDGAR → -
high
EchoStar spectrum acquisition will issue 261.8 million Class A shares at closing (FCC approved May 12, 2026; closing expected Nov 30, 2027), representing material dilution on top of the IPO.
Offering: EchoStar spectrum transaction verify on EDGAR → -
high
Some AI compute customers are not cash flow positive and rely on external capital to meet contractual obligations, introducing counterparty credit risk to a revenue stream the company is scaling.
-
high
Q1 2026 financing inflows of $7.1 billion driven by $18.0 billion SpaceX Bridge Loan and $7.4 billion equity sales, offset by $14.7 billion debt paydown and $3.8 billion share repurchases post-xAI Merger.
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medium
Water availability now disclosed as a critical constraint on AI data center scaling alongside power; scarcity, drought, or regulatory restrictions could delay expansion or increase costs.
Summary
SPCX's S-1/A filing discloses that Elon Musk holds 1.3 billion restricted Class B shares with performance-based vesting tied to extraordinary milestones: 1 billion shares vest only upon achieving market-cap targets and establishing a permanent Mars colony with at least one million inhabitants, while 302 million shares vest on market-cap targets and building off-Earth data centers delivering 100 terawatts of compute annually. Both tranches require Musk's continued employment through board certification of achievement. The company also confirmed the EchoStar spectrum acquisition (FCC-approved May 12, 2026) will issue 261.8 million Class A shares at closing, expected November 30, 2027, representing material dilution on top of the IPO itself. On the operational side, the amendment adds that some AI compute customers are not cash flow positive and rely on external capital to meet their contractual obligations, introducing counterparty credit risk to a revenue stream the company is scaling aggressively. Water availability is now disclosed as a critical constraint on AI data center expansion alongside power, with scarcity, drought, or regulatory restrictions potentially delaying growth or increasing costs. The company remains under regulatory scrutiny in Europe over AI/data-protection practices and faces ongoing child-safety concerns on the X platform. Q1 2026 financing activity was substantial: $7.1 billion in net inflows driven by an $18.0 billion SpaceX Bridge Loan and $7.4 billion in equity sales, offset by $14.7 billion in debt paydown and $3.8 billion in share repurchases following the xAI Merger. Investors should watch whether the AI compute customer base stabilizes (credit risk), whether water/power constraints slow data center buildout, and whether the Mars and off-Earth compute milestones governing Musk's equity remain aspirational or begin to show concrete progress.Section-by-Section Diff
Business
~33,700 words (unchanged vs prior)Updated Starship flight test count from 11 to 12 and changed subsection heading from 'Grow Starlink Broadband customers' to 'Grow Starlink Consumer Broadband and enterprise and government customers'; no material changes.
Previous filing · verify on EDGAR →
This has enabled partnerships with many of the world’s leading airlines, including United Airlines, Southwest Airlines, Qatar Airways, Lufthansa Group, British Airways, Alaska Airlines, and Hawaiian Airlines
Current filing · verify on EDGAR →
This has enabled partnerships with many of the world’s leading airlines, including United Airlines, Southwest Airlines, American Airlines, Qatar Airways, Lufthansa Group, British Airways, Alaska Airlines, and Hawaiian Airlines
American Airlines was added to the list of airline partners that have implemented or committed to fleet-wide Starlink installations. This represents an incremental customer win in the aviation connectivity segment.
Show 7 minor / wording changes
Previous filing · verify on EDGAR →
To date, we have executed 11 Starship flight tests. We have also scheduled a 12th flight test, which will debut the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Current filing · verify on EDGAR →
To date, we have executed 12 Starship flight tests, with our 12th flight test in May 2026 debuting the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
The company updated the count of completed Starship flight tests from 11 to 12, confirming that the previously scheduled 12th test occurred in May 2026. The language shifted from "scheduled" to "executed," reflecting the completion of the test.
Previous filing · verify on EDGAR →
Grow Starlink Broadband customers.
Current filing · verify on EDGAR →
Grow Starlink Consumer Broadband and enterprise and government customers.
The subsection heading was expanded to explicitly mention both consumer and enterprise/government customer segments. The underlying content describing these segments remained unchanged; this is a clarification of the heading structure.
Previous filing · verify on EDGAR →
Starship is a key enabler of our growth objectives, including the deployment of next-generation V3 satellites, direct- ... to-cell constellations, and orbital AI compute at scale.
Current filing · verify on EDGAR →
Starship is a key enabler of our growth objectives, including the deployment of next-generation V3 satellites, satellite-to-mobile constellations, and orbital AI compute at scale.
The company changed the term 'direct-to-cell constellations' to 'satellite-to-mobile constellations' when describing Starship's role in deploying mobile connectivity satellites. This is a terminology update that aligns with the 'Starlink Mobile' branding used elsewhere in the filing; the underlying technology and deployment plan remain unchanged.
Previous filing · verify on EDGAR →
Falcon 9 has achieved ... over 530 successful booster landings and more than 540 launches completed by a flight- ... proven Falcon rocket
Current filing · verify on EDGAR →
Falcon 9 has achieved ... over 570 successful booster landings and more than 540 launches completed by a flight- ... proven Falcon rocket
The count of successful Falcon 9 booster landings increased from over 530 to over 570, reflecting additional successful recoveries between the two filing dates. This is a routine operational update consistent with the company's ongoing high-cadence launch activity.
Previous filing · verify on EDGAR →
Starlink Broadband V2 and V3 Satellites
Current filing · verify on EDGAR →
Starlink Broadband V2 Mini and V3 Satellites
The satellite image caption was updated to specify "V2 Mini" instead of just "V2", clarifying that the image depicts the V2 Mini variant rather than a generic V2 satellite. This is a descriptive clarification of existing hardware, not a change in satellite technology or deployment.
Previous filing · verify on EDGAR →
We currently offer three different tiers of subscription for Grok—basic, SuperGrok, SuperGrok Heavy, and SuperGrok Lite
Current filing · verify on EDGAR →
We currently offer four different tiers of subscription for Grok—basic, SuperGrok, SuperGrok Heavy, and SuperGrok Lite
The filing corrected the count of Grok subscription tiers from "three" to "four" while listing the same four tier names in both versions (basic, SuperGrok, SuperGrok Heavy, SuperGrok Lite). This appears to be a correction of a counting error in the baseline rather than a product change.
Added in current filing · verify on EDGAR →
•Consumer and Enterprise Broadband. Our Starlink Consumer and Enterprise broadband offerings compete with
The current filing adds a bullet-point header "•Consumer and Enterprise Broadband." before the existing competition discussion. The baseline filing began this paragraph with "terrestrial fixed network providers" without a labeled subsection header. This is a formatting change that improves document organization but does not alter the substantive content of the competition disclosure.
MD&A
~38,400 words (unchanged vs prior)Minimal wording changes; no material financial or operational updates between May 20 and June 1 S-1 filings.
Previous filing · verify on EDGAR →
Our integrated AI platforms across Grok and X have over 1.3 billion supported accounts active in the last twelve months ended March 31, 2026, including approximately 550 million MAUs, up from over 1.1 billion supported accounts and approximately 520 million MAUs as of December 31, 2025. Of our MAUs, we had approximately 117 million MAUs that used Grok’s AI features as of March 31, 2026.
Current filing · verify on EDGAR →
Our integrated AI platforms across Grok and X had approximately 1.3 billion supported accounts active in the last twelve months ended March 31, 2026 and December 31, 2025, including approximately 550 million and 520 million MAUs as of March 31, 2026 and December 31, 2025, respectively. Of our MAUs, we had approximately 117 million and 89 million MAUs that used Grok’s AI features as of March 31, 2026 and December 31, 2025, respectively.
The current filing now discloses Grok AI feature usage for both March 31, 2026 (117 million MAUs) and December 31, 2025 (89 million MAUs), whereas the baseline only reported the March 31, 2026 figure. The current filing also clarifies that the 1.3 billion supported accounts metric applies to both periods, removing the "up from over 1.1 billion" comparison language. This provides more complete period-over-period visibility into Grok adoption trends.
Previous filing · verify on EDGAR →
To date, we have executed 11 Starship flight tests to advance our goal of rapidly and fully reusable orbital capability, a breakthrough we believe will transform our launch economics and benefit both our business and customers who rely on our launch services. We have also scheduled a 12th flight test, which will debut the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Current filing · verify on EDGAR →
To date, we have executed 12 Starship flight tests to advance our goal of rapidly and fully reusable orbital capability, a breakthrough we believe will transform our launch economics and benefit both our business and customers who rely on our launch services. Our 12th flight test in May 2026 debuted the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
The company updated the Starship flight test count from 11 to 12, reflecting that the previously scheduled 12th test occurred in May 2026. The language changed from "scheduled" to "debuted," indicating the test was completed between the two filings.
Previous filing · verify on EDGAR →
As of March 31, 2026, we reached approximately 6.3 million active paid subscribers, which was comprised of approximately 4.4 million X Premium and Premium+ paid subscribers and approximately 1.9 million SuperGrok, SuperGrok Heavy and SuperGrok Lite paid subscribers.
Current filing · verify on EDGAR →
As of December 31, 2025, we reached approximately 4.9 million active paid subscribers, which was comprised of approximately 4.1 million X Premium Basic, X Premium and Premium+ paid subscribers and approximately 0.9 million SuperGrok and SuperGrok Heavy paid subscribers. As of March 31, 2026, we reached approximately 6.3 million active paid subscribers, which was comprised of approximately 4.4 million X Premium Basic, X Premium and Premium+ paid subscribers and approximately 1.9 million SuperGrok, SuperGrok Heavy and SuperGrok Lite paid subscribers.
The current filing added a prior-period comparison (December 31, 2025 subscriber counts) and expanded the X Premium category to include "X Premium Basic" in both periods. This provides additional historical context for subscriber growth trends.
Previous filing · verify on EDGAR →
On September 7, 2025, the Company entered into a License Purchase Agreement (the “Spectrum License Purchase Agreement”) with Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”) and EchoStar Corporation (“EchoStar” and the transactions contemplated thereby, “Spectrum Transaction”). On November 5, 2025 the parties amended and restated the Spectrum License Purchase Agreement to include EchoStar’s licenses for up to 15 MHz of additional unpaired AWS-3 spectrum. The total consideration for the acquisition of EchoStar’s spectrum is approximately $19.6 billion, consisting of (i) approximately $11.1 billion in equity, payable through the issuance of approximately 261.8 million shares of the Company’s Class A common stock at a fixed value of $42.40 per share, and (ii) up to $8.5 billion related to the payoff of designated EchoStar debt, with any shortfall below $8.5 billion to be paid in cash. The allocation of cash and equity consideration is subject to certain adjustments based on the amount of EchoStar debt satisfied at or prior to closing. The Spectrum Transaction was approved by the FCC on May 12, 2026 and is expected to close on or about November 30, 2027 subject to other closing conditions. Upon closing, the Company intends to either use cash and cash equivalents on hand or seek alternative financing sources to fund the cash payment to EchoStar.
Current filing · view on EDGAR →
On September 7, 2025, the Company entered into a License Purchase Agreement (the “Spectrum License Purchase Agreement”) with Spectrum Business Trust 2025-1, a Nevada Business Trust (“Trust”) and EchoStar Corporation (“EchoStar”) for the purchase of EchoStar’s licenses related to 50 MHz of spectrum (the “AWS-4 and H-Block Licenses” and the transactions contemplated thereby, “Spectrum Transaction”). On November 5, 2025 the parties amended and restated the Spectrum License Purchase Agreement to include EchoStar’s licenses for up to 15 MHz of additional unpaired AWS-3 spectrum (together with the AWS-4 and H-Block Licenses, the “Spectrum Licenses”). The total consideration for the acquisition of the Spectrum Licenses is approximately $19.6 billion, consisting of (i) approximately $11.1 billion in equity, payable through the issuance of approximately 261.8 million shares of the Company’s Class A common stock at a fixed value of $42.40 per share, and (ii) up to $8.5 billion related to the payoff of designated EchoStar debt, with any shortfall below $8.5 billion to be paid in cash. The allocation of cash and equity consideration is subject to certain adjustments based on the amount of EchoStar debt satisfied at or prior to closing. The Spectrum License Purchase Agreement provides that the transfer of the Spectrum Licenses occurs in two steps: first, the transfer of the Spectrum Licenses by EchoStar to the Trust (the “Spectrum Transfer Closing”), and second, the Spectrum Licenses will be transferred by the Trust to the Company (the “Spectrum Acquisition Closing”). The Foreign Assets will be transferred directly to the Company at the Spectrum Acquisition Closing, to the extent the required regulatory approvals have been obtained by such date; provided, however, that the failure to obtain such approvals will not delay or prevent the Spectrum Acquisition Closing. The Spectrum Transaction was approved by the FCC on May 12, 2026, and the Spectrum Transfer Closing occurred on May 22, 2026. On that date, the Spectrum Licenses were transferred to the Trust, where they will remain until the Spectrum Acquisition Closing. Upon the Spectrum Transfer Closing, the Company became obligated to make payments under the credit agreement, which are recognized as prepaid assets until the Spectrum Acquisition Closing at which point they will be recognized as intangible assets. The Spectrum Acquisition Closing is expected to occur on or about November 30, 2027. Upon closing, the Company intends to either use cash and cash equivalents on hand or seek alternative financing sources to fund the cash payment to EchoStar.
The current filing expands the Spectrum Transaction disclosure to clarify the two-step transfer structure (Spectrum Transfer Closing on May 22, 2026 to the Trust, followed by Spectrum Acquisition Closing to the Company on or about November 30, 2027). It also adds that payments made at the Spectrum Transfer Closing are recognized as prepaid assets until the final Spectrum Acquisition Closing, when they convert to intangible assets. The baseline version described the transaction more simply, without detailing the interim trust-holding period or the prepaid-asset accounting treatment.
Added in current filing · view on EDGAR → · paraphrased
Net cash provided by financing activities increased by $6,703 million from $422 million during the three months ended March 31, 2025 to $7,125 million during the three months ended March 31, 2026. This increase was primarily driven by an increase in proceeds from the SpaceX Bridge Loan and other financing arrangements of $17,950 million and proceeds from sale of our capital stock of $7,420 million, partially offset by an increase in payment on existing debt obligations and debt extinguishment costs of $14,703 million from the proceeds from the SpaceX Bridge Loan as well as an increase in repurchases of our capital stock of $3,838 million following the xAI Merger.
The current filing adds a new quarterly cash flow discussion for Q1 2026, showing net financing inflows of $7.1 billion. The company raised $17.95 billion from the SpaceX Bridge Loan and other financing, plus $7.42 billion from equity sales, but used $14.7 billion to pay down existing debt and extinguishment costs, and $3.84 billion for share repurchases following the xAI Merger. This is the first quarterly financing activity disclosure in this section.
Added in current filing · verify on EDGAR →
Net cash provided by financing activities increased by $14,520 million from $11,830 million during the year ended December 31, 2024 to $26,350 million during the year ended December 31, 2025. This increase was primarily driven by an increase in proceeds from debt and other financing arrangements for our AI segment of $16,055 million and proceeds from sale of our capital stock of $5,706 million, partially offset by an increase in repayments on debt and other financing arrangements for our AI segment of $6,781 million.
The current filing adds full-year 2025 financing cash flow data, showing $26.35 billion in net financing inflows, up $14.52 billion from 2024. The increase was driven by $16.06 billion in AI segment debt proceeds and $5.71 billion in equity sales, partially offset by $6.78 billion in AI segment debt repayments. This provides the first annual financing activity summary for FY2025.
Show 3 minor / wording changes
Previous filing · verify on EDGAR →
AI segment generates revenue from the sale of digital platform services, including advertising, subscription, and licensing services offered to consumers and enterprise customers. The Company generates revenue from (i) the sale of ad products displayed on its X platform, and (ii) providing AI solutions and infrastructure, which includes subscription-related offerings, data licensing arrangements, and API access to Grok models.
Current filing · verify on EDGAR →
AI segment generates revenue from (i) the sale of ad products displayed on its X platform, and (ii) providing AI solutions and infrastructure, which includes subscription-related offerings, data licensing arrangements, and API access to Grok models. Both services are offered to consumer and enterprise customers.
The current filing consolidates the AI revenue description into a single paragraph, removing the introductory sentence about "digital platform services." The substantive content (ad products, AI solutions, subscription, data licensing, API access) remains identical; this is a stylistic reorganization.
Previous filing · verify on EDGAR →
Revenue for AI solutions and infrastructure includes: (i) premium subscriptions on X and Grok which is recognized ratably over the period of the subscription term (ranging from month-to-month to one year), (ii) data licensing revenue which is generally recognized ratably over the period (from month-to-month to two years) in which the Company provides data as the customer consumes and benefits from the use of the licensed data, (iii) revenue from providing API access to Grok models recognized ratably over the contract term (typically month-to-month or up to one year) for stand-ready access or as services are consumed for usage based arrangements.
Current filing · view on EDGAR →
Revenue for AI solutions and infrastructure includes: (i) premium subscriptions on X and Grok which is recognized ratably over the period of the subscription term (ranging from month-to-month to one year), (ii) data licensing revenue which is generally recognized ratably over the period (from month-to-month to two years) in which the Company provides data as the customer consumes and benefits from the use of the licensed data, and (iii) revenue from providing API access to Grok models recognized ratably over the contract term (typically month-to-month or up to one year) for stand-ready access or as services are consumed for usage based arrangements.
The current filing adds "and" before the final clause (iii), a punctuation-only edit. No change to revenue recognition policy or contract terms.
Previous filing · verify on EDGAR →
This decrease was primarily due to the decrease in customer launches and timing of work on government contracts of $34 million, offset by an increase of $10 million in inventory excess and obsolescence reserves and $10 million in launch hardware disposals for damaged Falcon fairings.
Current filing · verify on EDGAR →
This decrease was primarily due to the decrease in customer launches and timing of work on government contracts of $26 million, partially offset by an increase of $10 million in inventory excess and obsolescence reserves and $4 million in launch hardware disposals for damaged Falcon fairings.
The current filing revises the Q1 2026 Space cost-of-revenue variance explanation: the decrease from lower customer launches is now $26 million (was $34 million), and the fairing disposal charge is now $4 million (was $10 million). The net variance ($16 million decrease) is unchanged, indicating a reallocation of the components within the same total.
The Offering
~5,400 words (+19% vs prior)Amendment clarifies underwriter compensation, directed share program details, and Musk's restricted stock vesting conditions.
Added in current filing · verify on EDGAR →
The underwriters will not receive any discount or commission on any shares of our Class A common stock sold pursuant to the over-allotment option.
The amended filing adds explicit disclosure that underwriters will not receive discounts or commissions on over-allotment shares, clarifying the economics of the greenshoe option. The baseline filing did not address this point.
Previous filing · verify on EDGAR →
The underwriters may also exercise an option to purchase up to an additional shares of our Class A common stock from us, at the initial public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus.
Current filing · verify on EDGAR →
The underwriters may also exercise an option to purchase up to an additional shares of our Class A common stock from us, at the initial public offering price for 30 days after the date of this prospectus.
The current filing removes the phrase "less the underwriting discounts and commissions" from the over-allotment option description, consistent with the new disclosure that underwriters receive no compensation on these shares. The baseline stated the price would be net of discounts/commissions.
Previous filing · verify on EDGAR →
At our request, the underwriters have reserved up to percent of the shares of Class A common stock to be issued by the Company and offered by this prospectus for sale, at the initial public offering price, to .
Current filing · verify on EDGAR →
At our request, the underwriters have reserved up to five percent of the shares of Class A common stock to be issued by the Company and offered by this prospectus for sale, at the initial public offering price, to certain employees and persons identified by our executive officers.
The amendment specifies the directed share program size as five percent (previously blank) and clarifies the eligible participants as "certain employees and persons identified by our executive officers" (previously blank placeholder text).
Added in current filing · view on EDGAR →
The amount of Class B common stock that will be outstanding after this offering includes 1,302,072,285 restricted shares of Class B common stock issued to and held of record by Mr. Musk, which may be voted by Mr. Musk, and the vesting of which is subject to the satisfaction of certain performance and other conditions. 1,000,000,000 of such restricted shares of Class B common stock vest upon both (i) our achievement of specified market capitalization milestones across 15 equal tranches and (ii) our establishment of a permanent human colony on Mars with at least one million inhabitants, in each case, subject to Mr. Musk’s continued employment with us through the date on which achievement is certified by our board. The remaining 302,072,285 restricted shares of Class B common stock vest upon both (i) our achievement of specified market capitalization milestones across 12 equal tranches and (ii) our completion of non-Earth-based data centers capable of delivering 100 terawatts of compute per year, in each case, subject to Mr. Musk’s continued employment with us through the date on which achievement is certified by our board.
The amendment adds detailed disclosure of Musk's 1.3 billion restricted Class B shares, including two separate vesting structures: 1 billion shares tied to market-cap milestones and establishing a Mars colony with one million inhabitants, and 302 million shares tied to market-cap milestones and building off-Earth data centers delivering 100 terawatts of compute annually. Both require Musk's continued employment through board certification of achievement.
Added in current filing · view on EDGAR →
Unless otherwise noted, common stock outstanding after the offering and other information based thereon in this prospectus does not reflect any of the following: •133,793,640 shares of Class A common stock and 358,169,015 shares of Class B common stock, in each case issuable upon the exercise of outstanding stock options granted under the Equity Plans (as defined below) that were outstanding as of March 31, 2026, with a weighted-average exercise price of $27.65 per share of Class A common stock and $8.22 per share of Class B common stock; •128,455,370 shares of Class A common stock and 931,450 shares of Class B common stock, in each case issuable upon the vesting and settlement of restricted stock units that were outstanding as of March 31, 2026 under the Equity Plans (none of which will vest in connection with this offering); •23,842,920 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units granted under the Equity Plans after March 31, 2026 (none of which will vest in connection with this offering); •8,510,615 shares of Class A common stock and 745,230 shares of Class B common stock, in each case that were issued after March 31, 2026 upon the exercise of outstanding stock options granted under the Equity Plans (as defined below) at a weighted-average exercise price of $8.47 per share of Class A common stock and $0.71 per share of Class B common Stock; •12,774,325 shares of Class A common stock and 69,945 shares of Class B common stock issued in settlement of restricted stock units that vested after March 31, 2026 (which amounts are net of shares withheld in connection with such vesting and settlement); •4,318,640 shares of Class A common stock and 46,495 shares of Class B common stock withheld in connection with the vesting and settlement of restricted stock units under the Equity Plans after March 31, 2026, of which 3,245,695 shares of Class A common stock that were withheld remain available and are reserved for issuance under our Amended and Restated 2024 Equity Incentive Plan (the “A&R 2024 Plan”), which we plan to adopt in connection with this offering; •3,171,855 shares of Class A common stock issued after March 31, 2026 under our Amended and Restated 2017 Employee Stock Purchase Plan; •661,895 shares of Class A common stock and 9,620,210 shares of Class B common stock, in each case that were repurchased by the Company from holders after March 31, 2026 at a weighted-average price of $105.32 per share of Class A common stock and $1.10 per share of Class B common stock; •10,147,705 shares of Class A common stock underlying an equivalent number of restricted stock units that were forfeited under the Equity Plans after March 31, 2026, of which 816,740 shares of Class A common stock underlying such restricted stock units that were forfeited remain available and are reserved for issuance under our A&R 2024 Plan; •4,092,300 shares of Class A common stock and 4,933,600 shares of Class B common stock, in each case, underlying an equivalent number of options that were forfeited under the Equity Plans after March 31, 2026, of which 416,325 shares of Class A common stock underlying such options that were forfeited remain available and are reserved for issuance under the A&R 2024 Plan. The weighted-average exercise price of such options forfeited was $9.67 per share of Class A common stock and $0.71 per share of Class B common stock; and •86,262,705 shares of Class A common stock resulting from the conversion of an equivalent number of shares of Class B common stock after March 31, 2026.
The amendment adds extensive detail on equity activity between March 31, 2026 and the filing date (May 11, 2026), including option exercises, RSU settlements, share withholdings, ESPP issuances, repurchases (661,895 Class A at $105.32 average; 9.6 million Class B at $1.10 average), forfeitures, and 86.3 million Class B conversions to Class A. The baseline used placeholder language with blank share counts.
Added in current filing · view on EDGAR →
Unless otherwise noted, common stock outstanding after the offering and other information based thereon in this prospectus also does not reflect any of the following: •299,256,055 shares of Class A common stock reserved for issuance under the A&R 2024 Plan, which amount excludes shares subject to outstanding awards thereunder as described above and includes shares withheld upon vesting and settlement of restricted stock units and shares subject to awards forfeited thereunder after March 31, 2026 as described above; •24,026,920 shares of Class A common stock reserved for issuance under the Second Amended and Restated 2017 Employee Stock Purchase Plan (the “A&R 2017 ESPP”); and •shares of Class A common stock reserved for future issuance upon the conversion of all outstanding shares of Class B common stock on a one-for-one basis.
The amendment specifies the equity plan reserve amounts: 299.3 million shares under the A&R 2024 Plan and 24.0 million under the A&R 2017 ESPP. The baseline used placeholder language with blank share counts. These reserves define the dilution potential from future equity compensation.
Previous filing · verify on EDGAR →
the payment of shares of Class A common stock and cash consideration which would occur upon closing of our agreement with EchoStar Corporation (“EchoStar”) to purchase certain AWS-3, AWS-4, and H- ... Block spectrum licenses pursuant to the License Purchase Agreement, dated as of September 7, 2025 (as amended and restated on November 5, 2025), by and among SpaceX, Spectrum Business Trust 2025-1 and EchoStar (the “Spectrum Transaction”), which transaction was approved by the FCC on May 12, 2026 and is subject to other closing conditions prior to completion
Current filing · verify on EDGAR →
the payment of 261,792,453 shares of Class A common stock and cash consideration which would occur upon closing of our agreement with EchoStar Corporation (“EchoStar”) to purchase certain AWS-3, AWS-4, and H- ... Block spectrum licenses pursuant to the License Purchase Agreement, dated as of September 7, 2025 (as amended and restated on November 5, 2025), by and among SpaceX, Spectrum Business Trust 2025-1 and EchoStar (the “Spectrum Transaction”), which transaction was approved by the FCC on May 12, 2026 and is subject to other closing conditions prior to completion
The amendment specifies the stock consideration for the EchoStar spectrum acquisition as 261,792,453 shares of Class A common stock (previously blank). This represents material dilution upon closing, though the transaction remains subject to closing conditions beyond the FCC approval already received.
Show 4 minor / wording changes
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At our request, the underwriters have reserved percent of the shares of Class A common stock to be issued by the Company and offered by this prospectus for sale, at the initial public offering price, to employees of the Company and certain other designated individuals.
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At our request, the underwriters have reserved five percent of the shares of Class A common stock to be issued by the Company and offered by this prospectus for sale, at the initial public offering price, to certain employees and persons selected based on the discretion of our executive officers.
The current filing changes the description of eligible participants from "employees of the Company and certain other designated individuals" to "certain employees and persons selected based on the discretion of our executive officers," emphasizing executive discretion in selection.
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The number of shares of our Class A and Class B common stock that will be outstanding after this offering is based on shares of Class A common stock and shares of Class B common stock outstanding as of March 31, 2026, after giving effect to (i) the sale of shares of Class A common stock in this offering, (ii) the Class C Reclassification (as defined below), and (iii) the Preferred Conversion (as defined below).
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The number of shares of our Class A and Class B common stock that will be outstanding after this offering is based on 6,824,641,355 shares of Class A common stock and 5,695,668,265 shares of Class B common stock outstanding as of March 31, 2026, after giving effect to (i) the Class C Reclassification (as defined below) and (ii) the Preferred Conversion (as defined below).
The current filing provides specific share counts (6.8 billion Class A, 5.7 billion Class B) and removes the reference to "the sale of shares of Class A common stock in this offering" from the basis calculation, simplifying the description to focus on the reclassification and conversion events only.
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prior to the completion of this offering, pursuant to the terms of our certificate of formation in effect as a private company prior to this offering, the reclassification of all of the outstanding shares of our Class C common stock into an aggregate of shares of Class A common stock (the “Class C Reclassification”)
Current filing · verify on EDGAR →
prior to the completion of this offering, pursuant to the terms of our certificate of formation in effect as a private company prior to this offering, the reclassification of all of the outstanding shares of our Class C common stock into an aggregate of 494,050,675 shares of Class A common stock (the “Class C Reclassification”)
The amendment specifies that 494,050,675 shares of Class A common stock will result from the Class C reclassification (previously blank). This is a pre-IPO recapitalization event that affects the share count basis.
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the conversion of the outstanding shares of all our preferred stock into an aggregate of shares of our Class A common stock and shares of our Class B common stock (the “Preferred Conversion”)
Current filing · verify on EDGAR →
the conversion of the outstanding shares of all our preferred stock into an aggregate of 3,448,110,450 shares of our Class A common stock and 3,274,452,900 shares of our Class B common stock (the “Preferred Conversion”)
The amendment specifies the Preferred Conversion will result in 3.4 billion Class A shares and 3.3 billion Class B shares (previously blank). This is a pre-IPO recapitalization event that establishes the dual-class structure.
Prospectus Summary
~14,100 words (+1% vs prior)Updated Starship flight test count from 11 to 12 and refined X platform user metrics; no material business changes.
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Our integrated AI platforms across Grok and X have over 1.3 billion supported accounts active in the last twelve months ended March 31, 2026, including approximately 550 million MAUs and generating approximately 350 million daily posts. Of our MAUs, we had approximately 117 million MAUs that used Grok’s AI features as of March 31, 2026.
Current filing · verify on EDGAR →
Our integrated AI platforms across Grok and X had approximately 1.3 billion supported accounts active in the last twelve months ended March 31, 2026 and December 31, 2025, including approximately 550 million and 520 million MAUs as of March 31, 2026 and December 31, 2025, respectively. Of our MAUs, we had approximately 117 million and 89 million MAUs that used Grok’s AI features as of March 31, 2026 and December 31, 2025, respectively.
The current filing now discloses MAU figures for two periods (March 31, 2026 and December 31, 2025) showing sequential growth from 520 million to 550 million, and Grok AI feature usage growth from 89 million to 117 million. The baseline provided only the March 31, 2026 snapshot and included a daily posts metric (350 million) that the current filing moved elsewhere. This change enhances period-over-period comparability and highlights user growth trends.
Added in current filing · verify on EDGAR →
The foregoing amount of Class B common stock includes 1,302,072,285 restricted shares of Class B common stock issued to and held of record by Mr. Musk, which may be voted by Mr. Musk, and the vesting of which is subject to the satisfaction of certain performance and other conditions.
The amended filing discloses that Musk holds 1.3 billion restricted shares of Class B common stock that are votable but subject to performance-based vesting conditions. This is a new disclosure not present in the baseline filing and clarifies the structure of Musk's equity holdings and voting control.
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Compute capacity provided includes approximately 325,000 NVIDIA GPUs, backed by hyperscale-class CPUs, exabyte-scale storage and high-speed networking and interconnects purpose-built for AI workloads.
The amended filing adds specific technical details about the compute capacity being provided to Anthropic under the Cloud Services Agreements, including the number of GPUs (325,000 NVIDIA GPUs) and supporting infrastructure specifications. The baseline filing described the agreement but did not quantify the hardware.
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The agreements may be terminated by either party upon 90 days’ notice.
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After the initial three-month period, the agreements may be terminated by either party upon 90 days’ notice.
The amended filing clarifies that the 90-day termination right only becomes available after an initial three-month period, whereas the baseline filing suggested the termination right was available immediately. This represents a material clarification of the contract's binding period.
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This structure allows us to monetize unused compute capacity in our infrastructure, while still permitting reallocation of the capacity for our own internal initiatives if needed in the future.
Current filing · verify on EDGAR →
This structure allows us to monetize a portion of the compute capacity in our infrastructure, while still permitting reallocation of that capacity for our own internal initiatives if needed in the future.
The amended filing changes the characterization from "unused compute capacity" to "a portion of the compute capacity," which more accurately reflects that the company is allocating capacity that could be used for internal purposes rather than only excess/idle capacity. This clarifies the company's capacity allocation strategy.
Show 5 minor / wording changes
Previous filing · verify on EDGAR →
To date, we have executed 11 Starship flight tests. We have also scheduled a 12th flight test, which will debut the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
Current filing · verify on EDGAR →
To date, we have executed 12 Starship flight tests, with our 12th flight test in May 2026 debuting the next generation Starship vehicle and Super Heavy booster, powered by the next evolution of our Raptor engine and launching from a newly designed pad at Starbase.
The company updated the Starship flight test count from 11 to 12, reflecting completion of the previously scheduled 12th test in May 2026. The baseline described the 12th test as scheduled; the current filing reports it as executed. This is a routine operational update confirming continued progress in the Starship development program.
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Within three years of our first satellite launch in 2019, we solved the technical and production challenges of the satellites, and within five years, we had deployed the largest LEO constellation in existence.
Current filing · verify on EDGAR →
Within three years of our first satellite launch in 2019, we solved the technical and production challenges of the satellites and had deployed the largest LEO constellation in existence.
The current filing removed the reference to "within five years" for deploying the largest LEO constellation, now stating only "within three years" for solving technical challenges and deploying the constellation. This tightens the timeline narrative, suggesting the constellation leadership milestone was achieved earlier than the five-year mark previously indicated. The change clarifies the company's rapid execution but does not alter the underlying operational facts.
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Grow Starlink Broadband customers
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Grow Starlink Consumer Broadband and enterprise and government customers
The amended filing expands the growth strategy language to explicitly segment Starlink customers into consumer broadband, enterprise, and government categories, whereas the baseline used the more general "Starlink Broadband customers." This provides more granular disclosure of the company's customer segmentation approach.
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Our ability to scale our AI products relies on our terrestrial and orbital AI compute infrastructure, which depends on the availability of power, AI processors, and other critical components, telecommunications services
Current filing · verify on EDGAR →
Our ability to scale our AI products relies on our terrestrial and orbital AI compute infrastructure, which depends on the availability of power, water, AI processors, and other critical components, and telecommunications services
The amended filing adds "water" to the list of critical dependencies for AI compute infrastructure. This reflects the water-cooling requirements of large-scale data centers and provides more complete disclosure of infrastructure dependencies.
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an initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus)
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an initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus)
The amended filing removes the word "estimated" when referring to the price range, suggesting the price range may have been finalized or is closer to being finalized. This is a minor procedural update typical in S-1 amendments as the offering progresses.
Risk Factors
~31,300 words (+1% vs prior)Minor wording updates; no new material risks disclosed.
Added in current filing · verify on EDGAR →
For example, several Starship flight tests (including the 12th) have resulted in FAA mishap determinations and SpaceX-led investigations, with Starship’s return to flight conditioned on the FAA determining that any system, process, or procedure related to the mishap does not affect public safety, along with approving and verifying the implementation of any required corrective actions.
Current filing adds a specific reference to the 12th Starship flight test resulting in an FAA mishap determination and investigation. This provides a concrete recent example of the regulatory delays and corrective-action requirements the company faces after anomalies, illustrating the risk that such events can impact launch cadence.
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In the past, certain of our launch vehicles have experienced partial or total mission failures, including anomalies that resulted in the loss of payloads and damage to launch vehicles.
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In the past, certain of our launch vehicles have experienced partial or total mission failures, including anomalies that resulted in launch pad destruction, the loss of payloads and damage to launch vehicles.
Current filing adds "launch pad destruction" to the list of historical mission-failure consequences. This expands the disclosure of past anomalies to include infrastructure damage, reinforcing the risk that mission failures can affect launch-site availability and cadence.
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Certain of our launch and rocket manufacturing facilities are located in seismically active regions and in low-lying coastal areas, making them susceptible to earthquakes and hurricanes, respectively. Such events could damage our launch infrastructure, ground support equipment, manufacturing facilities, or rockets, potentially halting or delaying launch operations and causing us to incur substantial costs.
The current filing adds a new paragraph disclosing that certain launch and rocket manufacturing facilities are in seismically active regions and low-lying coastal areas, exposing them to earthquakes and hurricanes. The baseline did not call out this geographic concentration risk. This is new disclosure of a pre-existing operational exposure.
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Our ability to scale our data center infrastructure, which supports our AI segment, is increasingly constrained by the availability of power at economically feasible prices, long lead times, availability of materials, and changing regulatory requirements. For example, energy supply is constrained globally due to the significant increase in demand for, and limited availability of, energy to power AI compute. Securing this capacity can involve entering into complex, long-lead-time arrangements or proceeding with alternative sources of power generation.
Current filing · verify on EDGAR →
Our ability to scale our data center infrastructure, which supports our AI segment, is increasingly constrained by the availability of power and water at economically feasible prices, long lead times, availability of materials, and changing regulatory requirements. For example, energy supply is constrained globally due to the significant increase in demand for, and limited availability of, energy to power AI compute, and significant water resources may be required for cooling large-scale data center operations. Securing this capacity can involve entering into complex, long-lead-time arrangements or proceeding with alternative sources of power generation, and water availability has become a critical consideration in data center site selection, development and operations.
The current filing now explicitly identifies water as a critical constraint on AI data center scaling, alongside power. The baseline mentioned only power. The current filing adds that "significant water resources may be required for cooling large-scale data center operations" and that "water availability has become a critical consideration in data center site selection, development and operations." This is new disclosure of a resource-dependency risk.
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In addition, water scarcity, drought conditions, competition for local water resources, or regulatory restrictions on water use could limit our ability to obtain sufficient water for cooling, constrain data center cooling capacity, increase our costs, delay or limit expansion of our data center infrastructure, or require us to implement alternative cooling technologies that may be more costly or less available.
The current filing adds a new sentence detailing specific water-related risks: scarcity, drought, competition for local resources, and regulatory restrictions. The baseline did not mention water at all in this risk factor. This expands the disclosure of constraints on AI infrastructure scaling.
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We may issue a significant amount of equity in connection with future transactions.
The current filing adds a new sentence disclosing that the company may issue significant equity in connection with future M&A transactions. This is a standard dilution risk disclosure but was not present in the baseline filing.
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Some customers for compute services may not be cash flow positive and rely on external capital to fund their contractual obligations to us.
The current filing adds a new sentence disclosing that some customers purchasing compute services from the company's AI segment may not be cash flow positive and depend on external financing to pay their bills. This introduces counterparty credit risk and potential revenue collection issues if those customers cannot secure continued funding.
Show 5 minor / wording changes
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Without full reusability and rapid turnaround, Starship would still be capable of enabling progress on our next-generation Starlink, direct-to-cell, initial lunar objectives, and early AI compute satellite deployments, but such progress would be at a slower pace and higher cost.
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Without full reusability and rapid turnaround, Starship would still be capable of enabling progress on our next-generation Starlink, satellite-to-mobile, initial lunar objectives, and early AI compute satellite deployments, but such progress would be at a slower pace and higher cost.
The company changed the term "direct-to-cell" to "satellite-to-mobile" when describing Starlink's mobile connectivity service. This is a branding or nomenclature update; the underlying service and risk remain the same.
Removed from previous filing · verify on EDGAR →
Furthermore, any damage to our satellites or impairment of their functionality resulting from collisions with space debris or other spacecraft could materially and adversely affect our ability to deliver reliable services to our
The baseline's final paragraph in the orbital-debris risk factor appears to have been truncated mid-sentence ("...to our") and is absent from the current filing. This is likely a formatting or extraction artifact rather than a substantive removal, as the core collision and debris risks are fully described in the preceding paragraphs of both filings.
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Any such attack could destroy or disable a significant number of our satellites and, depending on its scale, could trigger a cascading collision event that renders our licensed orbits, and potentially other orbits, unusable for an extended period.
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A cyberattack or other hostile act could destroy or disable a significant number of our satellites and, depending on its scale, could trigger a cascading collision event that renders our licensed orbits, and potentially other orbits, unusable for an extended period.
The current filing now explicitly labels the attack vector as "cyberattack or other hostile act" rather than the baseline's generic "any such attack." This clarifies that the risk encompasses both cyber and kinetic threats, but does not introduce a new risk category — the baseline already described the same cascading-collision scenario.
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We also rely on third-party cloud compute providers for a portion of the compute used for the X platform and may from time to time rely on third-party data center providers, which exposes us to several risks that are beyond our direct control, including vulnerability to outages, performance issues, and cyberattacks.
Current filing · verify on EDGAR →
We also rely on third-party cloud compute providers for a portion of the compute used for our AI segment and may from time to time rely on third-party data center providers, which exposes us to several risks that are beyond our direct control, including vulnerability to outages, cooling capacity constraints, performance issues, and cyberattacks.
The current filing broadens the scope of third-party cloud reliance from "the X platform" to "our AI segment" and adds "cooling capacity constraints" to the list of third-party risks. The baseline did not mention cooling constraints. This reflects the same water/cooling theme introduced earlier in the risk factor.
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We have signed MNO partnerships for our Gen1 service in over 30 countries.
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We have signed MNO partnerships for our Gen1 service in approximately 30 countries.
The company changed the description of its Gen1 MNO partnerships from "over 30 countries" to "approximately 30 countries." This is a minor wording adjustment that does not materially change the disclosure or indicate a reduction in partnerships.
Generated by AI · Jul 3, 2026 8:41 PM