Musk to Retain Super‑Voting Control After SpaceX IPO

A confidential registration statement filed with the SEC on April 1 shows SpaceX will use a dual-class share structure that issues Class A shares to public investors and Class B super‑voting shares to insiders. Each Class B share would carry 10 votes and Elon Musk would hold a majority of that class, the filing shows, a configuration that would prevent removal of his roles as chief executive and board chair without his consent.

The company seeks to raise about $75 billion in an offering that would value SpaceX near $2 trillion and could make up to 30% of shares available to retail investors. CFO Bret Johnsen wrote in the filing, “Retail is going to be a critical part of this — a bigger part than any IPO in history.” The deal is being led by Morgan Stanley, Goldman Sachs, JPMorgan, Bank of America and Citigroup.

The registration document warns that the voting structure will “limit or preclude your ability to influence corporate matters.” It also describes a board-approved compensation plan that could award Musk up to 200 million restricted Class B shares if SpaceX reaches a $7.5 trillion valuation and establishes a permanent human settlement on Mars with at least one million residents. Musk’s base salary is listed at $54,080.

The filing shows projected 2025 revenue of $15.6 billion. At a near-$2 trillion valuation, that projection would put SpaceX’s price-to-sales ratio above 100. Analysts and financial advisers have raised concerns about valuation and timing for potential buyers, and some recommend caution for investors considering purchases on the first day of trading.

Matthew Parenti, a partner at Private Vista, noted that several major technology companies went public much earlier in their life cycles than SpaceX and advised investors to temper expectations for long-term returns.

The registration discloses an expected lock-up period for insiders and employees that is likely to expire between mid-December and late December 2026. After lock-ups end, insiders who acquired shares at lower private prices may be permitted to sell, which can increase share supply.

Company representatives have been briefing analysts privately and arranging site visits to launch and operations sites in Texas and Tennessee to provide additional context for the business ahead of the offering.

The filing emphasizes that the planned share structure is designed to preserve founder control and cautions prospective investors about the reduced influence public holders would have over corporate governance decisions.