Get notified when SPCX files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsStanding Risk Factors
- Controlled Company (unchanged) — Musk retains voting control through Class B super-voting shares; standing structural condition.
- Dual-class / Super-voting Structure (unchanged) — Class B shares carry 10 votes per share; standing structural condition.
- Child-safety / Csam Regulatory Exposure (unchanged) — Prospectus discloses regulatory exposure related to children in sexualized contexts on the X platform.
- Ai/data-protection Regulatory Inquiry (unchanged) — European Data Protection Commission launched large-scale inquiry into AI segment's privacy practices.
SpaceX prices $494M IPO; Musk holds 1.3B restricted shares tied to Mars colony milestone
Filed June 1, 2026 · Compared to S-1 May 20, 2026 · ~2 min read
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 →
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
-
high
Musk holds 1.3 billion restricted Class B shares (already issued and votable) that vest only upon market-cap milestones, a Mars colony of 1 million inhabitants, and off-Earth data centers delivering 100 terawatts compute—extraordinary conditions that may never be met.
Offering: Musk restricted stock details verify on EDGAR → -
high
EchoStar spectrum acquisition will dilute shareholders by 261.8 million Class A shares (~2% of post-offering count) plus up to $8.5B cash, FCC-approved but not yet closed.
Offering: EchoStar spectrum transaction verify on EDGAR → -
high
Q1 2026 financing activity: $17.95B SpaceX Bridge Loan proceeds and $7.42B equity sales, offset by $14.7B debt repayment and $3.84B share repurchases following xAI Merger.
-
high
Anthropic compute contract clarified: 325,000 NVIDIA GPUs, $1.25B/month through May 2029, with 90-day termination right after initial three-month minimum commitment.
Prospectus Summary: Anthropic compute contract verify on EDGAR → -
high
Water scarcity and regulatory restrictions on water use added as new risk: could constrain data center cooling capacity, delay AI infrastructure expansion, or force adoption of costlier alternative cooling technologies.
Summary
SpaceX's S-1/A prices a $494.1 million IPO (494,050,675 shares at $1.00) and discloses that Elon Musk holds 1.3 billion restricted Class B shares—already issued and votable—that vest only upon market-cap milestones, a permanent Mars colony of one million inhabitants, and off-Earth data centers delivering 100 terawatts of compute annually.
These are aspirational conditions that may never be satisfied, yet the shares already count toward Musk's voting control. The filing also confirms the FCC-approved EchoStar spectrum acquisition will dilute shareholders by 261.8 million Class A shares (~2% of post-offering count) plus up to $8.5 billion in cash when it closes in late 2027.
Q1 2026 financing activity was substantial: $17.95 billion in SpaceX Bridge Loan proceeds and $7.42 billion in equity sales, offset by $14.7 billion in debt repayment and $3.84 billion in share repurchases following the xAI Merger. The Anthropic compute contract was clarified to include 325,000 NVIDIA GPUs at $1.25 billion per month through May 2029, with a 90-day termination right after an initial three-month minimum commitment—a material revenue stream but one either party can exit on short notice. The filing adds water scarcity as a new material risk: drought, competition for local water resources, or regulatory restrictions could constrain data center cooling capacity, delay AI infrastructure expansion, or force the company to adopt costlier alternative cooling technologies. Some AI compute customers may not be cash flow positive and rely on external capital to fund their contractual obligations, introducing counterparty credit risk. The company also disclosed that Starship flight test 12 in May 2026 resulted in an FAA mishap determination, with return to flight conditioned on corrective actions—a reminder that the Starship development program remains in an iterative, high-risk phase. Operational updates include completion of the 12th Starship test, growth in Grok AI feature usage from 89 million to 117 million MAUs between December 2025 and March 2026, and the addition of American Airlines to Starlink's aviation partnership roster. Investors should watch whether the EchoStar spectrum acquisition closes on schedule in late 2027, whether the Anthropic contract renews beyond its initial term, and whether water availability or regulatory constraints materially slow AI infrastructure scaling. The company remains a controlled entity with dual-class voting, child-safety regulatory exposure on the X platform, and an ongoing European data-protection inquiry into its AI segment.
Section-by-Section Diff
Business
Updated Starship flight test count from 11 to 12 and changed Grok model reference from 'Grok 5' to 'Grok-5'; no material business 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
The company added American Airlines to its list of airline partnerships for Starlink in-flight connectivity. This reflects an expansion of the company's aviation customer base since the baseline filing.
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 completed its 12th Starship flight test in May 2026, advancing from 11 tests in the prior filing. The scheduled test became an executed test, demonstrating continued progress in the Starship development program.
Previous filing · verify on EDGAR →
including United Airlines, Southwest Airlines, Qatar Airways, Lufthansa Group, British Airways, Alaska Airlines, and Hawaiian Airlines
Current filing · verify on EDGAR →
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 aviation partners that have implemented or committed to fleet-wide Starlink installations. This reflects an incremental partnership addition in the aviation connectivity segment.
Show 8 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, indicating the 12th test occurred in May 2026. The baseline described the 12th test as scheduled; the current filing reports it as completed.
Previous filing · verify on EDGAR →
Grow Starlink Broadband customers.
Current filing · verify on EDGAR →
Grow Starlink Consumer Broadband and enterprise and government customers.
The section heading was expanded from 'Grow Starlink Broadband customers' to 'Grow Starlink Consumer Broadband and enterprise and government customers' to more explicitly reflect the subsections that follow. The underlying content and strategy remain unchanged.
Previous filing · verify on EDGAR →
We plan to expand our mobile constellation by deploying our next-generation mobile V2 Mobile satellites in 2027
Current filing · verify on EDGAR →
We plan to expand our mobile constellation by deploying our next-generation V2 Mobile satellites in 2027
The company removed the word 'mobile' before 'V2 Mobile satellites', streamlining the product naming. The underlying deployment plan and timeline 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
Successful booster landings increased from over 530 to over 570, reflecting approximately 40 additional successful recoveries between filings. This demonstrates continued operational execution and reusability performance.
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 terminology from 'direct-to-cell constellations' to 'satellite-to-mobile constellations' when describing Starship's role in deploying mobile connectivity satellites. This appears to be a branding or nomenclature update rather than a change in the underlying technology or strategy.
Previous filing · verify on EDGAR →
Starlink Broadband V2 and V3 Satellites
Current filing · verify on EDGAR →
Starlink Broadband V2 Mini and V3 Satellites
The image caption for Starlink satellites was updated from "V2 and V3" to "V2 Mini and V3," clarifying that the V2 generation shown is specifically the Mini variant. This is a descriptive clarification of satellite generation nomenclature, not a change in the underlying technology or business model.
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 stated number of Grok subscription tiers was corrected from "three" to "four" to match the four tiers actually listed (basic, SuperGrok, SuperGrok Heavy, SuperGrok Lite). This appears to be a correction of a counting error in the baseline, not a product change.
Previous filing · verify on EDGAR →
terrestrial fixed network providers, terrestrial mobile network companies, and other satellite service providers.
Current filing · verify on EDGAR →
•Consumer and Enterprise Broadband. Our Starlink Consumer and Enterprise broadband offerings compete with
The current filing adds bullet-point formatting ("•Consumer and Enterprise Broadband.") to introduce the competition subsections, whereas the baseline presented the same content in continuous prose without bullets. The underlying competitive landscape description is unchanged.
MD&A
Minimal wording changes; no material operational, financial, or strategic updates between the two 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 is a disclosure enhancement providing more granular period-over-period user engagement data for Grok's AI features.
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.
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 baseline filing stated 11 completed flight tests and a scheduled 12th test. The current filing confirms the 12th flight test occurred in May 2026, debuting the next-generation Starship vehicle and Super Heavy booster with the next evolution of the Raptor engine from a newly designed pad at Starbase. This is a factual update reflecting the completion of a previously scheduled milestone.
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 · 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”) 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 amended disclosure clarifies that the $19.6 billion EchoStar spectrum acquisition occurs in two steps: licenses first transfer to a trust (Spectrum Transfer Closing, which occurred May 22, 2026), then to SpaceX (Spectrum Acquisition Closing, expected Nov 30, 2027). The company now recognizes payments made at the first closing as prepaid assets until final transfer, when they become intangible assets. This expanded disclosure provides greater transparency on the transaction structure and interim accounting treatment, but does not change the total consideration or expected final closing date.
Added in current filing · verify 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 company added disclosure of Q1 2026 financing activity, showing net cash inflow of $7.1 billion. The period saw $17.95 billion in proceeds from the SpaceX Bridge Loan and other financing, plus $7.42 billion from equity sales, offset by $14.7 billion in debt repayment and extinguishment costs and $3.84 billion in share repurchases following the xAI Merger. This represents significant capital-structure activity in the quarter.
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 company added disclosure of full-year 2025 financing activity, showing net cash inflow of $26.35 billion, up $14.52 billion year-over-year. The increase was driven by $16.06 billion in AI segment debt proceeds and $5.71 billion in equity proceeds, partially offset by $6.78 billion in AI segment debt repayments. This reflects substantial AI-segment financing activity during 2025.
Show 3 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. This next-generation Starship introduces major changes for better orbital performance and reusability.
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. This next-generation Starship introduces major changes for better orbital performance and reusability.
The narrative structure was lightly revised to integrate the completed 12th flight test into the development-progress discussion. The baseline presented the 12th test as scheduled; the current filing presents it as completed and uses it to introduce the next-generation vehicle's improvements. The substantive content (major changes for orbital performance and reusability) is unchanged.
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 intermediate sentence about "digital platform services" and directly listing the two revenue streams. The substance is unchanged — both versions describe advertising and AI solutions/infrastructure revenue from consumer and enterprise customers.
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 reports $26 million in cost savings from lower customer launches/government contract timing (down from $34 million in baseline) and $4 million in fairing disposal costs (down from $10 million in baseline). The net cost-of-revenue decrease remains $16 million in both filings, indicating the change is a reallocation of the same total among line items, not a material revision to the underlying economics.
The Offering
S-1/A clarifies underwriting terms, directed-share program details, and post-March-31 equity activity; no material offering-structure changes.
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 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 clarifies that underwriters will NOT receive any discount or commission on over-allotment shares, whereas the baseline stated the option price would be "less the underwriting discounts and commissions." This is a material economic term affecting underwriter compensation and net proceeds to the company on the greenshoe exercise.
Previous filing · verify on EDGAR →
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.
Current filing · verify on EDGAR →
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 amended filing specifies the directed-share program at five percent (previously blank) and clarifies that recipients are "certain employees and persons selected based on the discretion of our executive officers" rather than the broader "employees of the Company and certain other designated individuals." This narrows the eligibility pool and gives executive officers explicit selection discretion.
Added in current filing · verify on EDGAR →
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 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 amended filing adds detailed disclosure of Musk's 1.3 billion restricted Class B shares with performance vesting tied to market-cap milestones, Mars colonization (1 million inhabitants), and off-Earth data centers (100 terawatts compute). The baseline left share counts blank. This is material to voting control and dilution analysis, as these shares are already issued and votable by Musk but vest only upon extraordinary milestones.
Added in current filing · verify on EDGAR → · paraphrased
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 amended filing adds comprehensive post-March-31 equity activity: option exercises (9.3M shares), RSU settlements (12.8M shares net), ESPP issuances (3.2M shares), share repurchases (10.3M shares at weighted-average $105.32 Class A / $1.10 Class B), forfeitures, and 86.3M Class B-to-A conversions. The baseline left these fields blank. This updates the capitalization table and shows active secondary-market repurchase activity at prices well above the Class B weighted-average exercise price.
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 amended filing specifies the EchoStar spectrum acquisition will involve 261,792,453 shares of Class A common stock plus cash (previously blank). This is material dilution (roughly 2% of post-offering Class A shares) tied to a strategic spectrum purchase for the Connectivity segment, FCC-approved but not yet closed.
Previous filing · verify on EDGAR →
shares of Class A common stock ... reserved for issuance under our Amended and Restated 2024 Equity Incentive Plan (the “A&R 2024 Plan”), excluding shares subject to outstanding awards thereunder as described above, which we plan to adopt in connection with this offering; ... shares of Class A common stock reserved for issuance under our Amended and Restated 2017 Equity Stock Purchase Plan (the “A&R 2017 ESPP”), which we plan to adopt in connection with this offering
Current filing · verify on EDGAR →
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”)
The amended filing specifies the A&R 2024 Plan reserve at 299,256,055 shares and the A&R 2017 ESPP reserve at 24,026,920 shares (previously blank). These are the pools available for future equity compensation, material to dilution analysis and employee-retention capacity.
Prospectus Summary
Prospectus summary updated with minor clarifications to user metrics and Starship flight test count; no material business changes.
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 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 amended filing now discloses MAU figures for two periods (March 31, 2026 and December 31, 2025), showing growth from 520 million to 550 million MAUs, and Grok AI feature usage growth from 89 million to 117 million MAUs. The baseline only provided a single-period snapshot. The daily-posts metric (350 million) was moved elsewhere in the text but remains disclosed.
Previous filing · verify on EDGAR →
Grow Starlink Broadband customers
Current filing · verify on EDGAR →
Grow Starlink Consumer Broadband and enterprise and government customers
The current filing explicitly segments Starlink Broadband into Consumer Broadband and enterprise/government customers, whereas the baseline used the generic term "Starlink Broadband customers." This clarifies the company's go-to-market strategy and customer mix.
Previous filing · verify on EDGAR →
Pursuant to these agreements, the customer has agreed to pay us $1.25 billion per month through May 2029, with capacity ramping in May and June 2026 at a reduced fee. The agreements may be terminated by either party upon 90 days’ notice.
Current filing · verify on EDGAR →
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. Pursuant to these agreements, the customer has agreed to pay us $1.25 billion per month through May 2029, with capacity ramping in May and June 2026 at a reduced fee. After the initial three-month period, the agreements may be terminated by either party upon 90 days’ notice.
The current filing adds technical specifications for the Anthropic compute contract: approximately 325,000 NVIDIA GPUs, hyperscale-class CPUs, exabyte-scale storage, and high-speed networking. It also clarifies that the 90-day termination right applies "after the initial three-month period," meaning the contract has a three-month minimum commitment. These details provide investors with a clearer picture of the infrastructure scale and contract structure.
Previous filing · verify on EDGAR →
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 baseline described the Anthropic contract as monetizing "unused" compute capacity; the current filing changes this to "a portion of the compute capacity." This reframing suggests the capacity provided to Anthropic is not necessarily idle or surplus, but rather a deliberate allocation decision within the company's overall compute strategy.
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 current filing discloses that Mr. Musk holds 1,302,072,285 restricted shares of Class B common stock with voting rights but subject to performance-based vesting conditions. This was not disclosed in the baseline. The disclosure clarifies that a substantial portion of Musk's Class B holdings are unvested performance-based equity, which could affect the permanence of his voting control if vesting conditions are not met.
Previous 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, AI processors, and other critical components, telecommunications services, and any shortages or disruptions thereof would materially adversely affect our business, financial condition, results of operations, and future prospects.
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, and any shortages or disruptions thereof would materially adversely affect our business, financial condition, results of operations, and future prospects.
The current 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 acknowledges water availability as a material constraint on AI infrastructure scaling.
Show 3 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 12th Starship flight test, previously scheduled, has now been completed as of May 2026. The count increased from 11 to 12 executed tests, reflecting operational progress between the two filings.
Previous 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 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 amended filing removes the "within five years" reference for deploying the largest LEO constellation, now stating it was achieved within three years. This tightens the timeline claim for reaching constellation scale, emphasizing faster execution.
Previous filing · verify on EDGAR →
the midpoint of the estimated price range set forth on the cover page of this prospectus
Current filing · verify on EDGAR →
the midpoint of the price range set forth on the cover page of this prospectus
The baseline referred to the "estimated price range"; the current filing drops "estimated" and refers simply to the "price range." This suggests the price range has been finalized or is no longer preliminary, consistent with the S-1/A being closer to the offering date.
Risk Factors
Minor wording updates; no material changes to disclosed risks or their severity.
Previous filing · verify on EDGAR →
Following an anomaly, mishap, or failure, the FAA or other authorities may require investigations, impose corrective actions, or restrict or delay our ability to conduct launch operations.
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.
The current filing adds a specific example referencing Starship flight test 12 and the FAA's mishap determination process. This provides concrete detail on recent regulatory interactions and the conditions for return to flight, but does not change the nature of the risk—the baseline already disclosed that anomalies can trigger FAA investigations and corrective actions.
Previous filing · verify on EDGAR →
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.
Current filing · verify on EDGAR →
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.
The current filing adds "launch pad destruction" to the list of past anomaly consequences. This expands the disclosure of historical failure modes but does not introduce a new risk category—the baseline already covered mission failures and their operational impacts.
Added in current filing · verify on EDGAR →
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. We currently rely significantly on natural gas and gas turbine technology to power our data center operations. As such, our ability to scale our infrastructure depends in part on our continued access to natural gas supply at economically feasible prices, the availability of gas turbines and related equipment, and the maintenance of a regulatory environment that permits and supports the use of natural gas for large-scale power generation. 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 risk factor: water scarcity and regulatory restrictions on water use could constrain data center cooling capacity, delay expansion, or force the company to adopt more costly alternative cooling technologies. This is a new operational constraint for the AI segment's infrastructure scaling.
Previous filing · verify on EDGAR →
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.
Current filing · verify on EDGAR →
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 broadens the threat from "Any such attack" to "A cyberattack or other hostile act," explicitly naming cyberattacks as a vector for satellite destruction or cascading collision events. This clarifies that cyber threats, not just kinetic attacks, could trigger orbital debris cascades.
Previous filing · verify on EDGAR →
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 compute reliance from "the X platform" to "our AI segment," and adds "cooling capacity constraints" as a new risk. This reflects a wider dependency on external compute for AI workloads and acknowledges cooling as a constraint.
Previous filing · verify on EDGAR →
transactions do not materialize as expected, we could experience operational disruptions, loss of key personnel or customers, increased costs, and diminished competitive position. Any failure to effectively integrate acquired businesses, partnerships, or joint ventures could materially and adversely affect our business, financial condition, results of operations, and future prospects. Similarly, divestitures could result in the loss of revenue
Current filing · verify on EDGAR →
financial condition, results of operations, and future prospects. We may assume unexpected obligations or incur costs associated with acquired businesses, including litigation, regulatory compliance, environmental liabilities, or contractual disputes, which could result in material losses or divert management focus from ongoing operations. We may issue a significant amount of equity in connection with future transactions. Integrating acquired businesses, partnerships, or joint ventures may present significant challenges
The current filing adds a new paragraph between the acquisition-integration discussion and the divestitures discussion. The new paragraph enumerates specific obligations and costs the company may assume from acquired businesses (litigation, regulatory compliance, environmental liabilities, contractual disputes) and notes the company may issue significant equity in connection with future transactions. This expands the disclosure of acquisition-related risks but does not describe a new event or transaction.
Added in current filing · verify on EDGAR →
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 sentence disclosing that some customers for the AI segment's compute services may not be cash flow positive and rely on external capital to fund their contractual obligations. This is a new disclosure of counterparty credit risk in the AI segment's cloud compute services business (e.g. the Anthropic agreement).
Show 4 minor / wording changes
Previous filing · verify on EDGAR →
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.
Current filing · verify on EDGAR →
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 filing changed the term "direct-to-cell" to "satellite-to-mobile" when describing Starlink's mobile connectivity service. This is a terminology update for consistency with the broader "Starlink Mobile" branding used elsewhere in the document. The underlying service and risk remain unchanged.
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
Current 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 customers, harm our reputation, and expose us to potential contractual liabilities or i
The Satellite collision risk continuation sentence risk factor language was retained and updated (reorganized/edited, not rescinded).
Previous filing · view on EDGAR → · paraphrased
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.
Current filing · verify on EDGAR →
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 seismic and hurricane facility risk risk factor language was retained and updated (reorganized/edited, not rescinded).
Previous filing · verify on EDGAR →
We have signed MNO partnerships for our Gen1 service in over 30 countries.
Current filing · verify on EDGAR →
We have signed MNO partnerships for our Gen1 service in approximately 30 countries.
The company revised the description of its Gen1 MNO partnerships from "over 30 countries" to "approximately 30 countries." This is a minor clarification of the partnership count, not a material change in the underlying business status or risk profile.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 23, 2026 · How we verify