SpaceX美股招股说明书(2026-06-12版)

Space Exploration Technologies Corp.ClassA Common Stock This is the initial public offering of shares of ClassA common stock, par value $0.001 per share, of Space Exploration Technologies Corp., aTexas corporation. We are offering 555,555,555 shares of our ClassA common stock. Currently, no public market exists for our ClassA common stock. The initial public offering price is $135.00 per share. We have beenapproved to list our ClassA common stock on The Nasdaq Stock Market LLC (“Nasdaq”) and Nasdaq Texas, LLC (“Nasdaq Texas”) underthe symbol “SPCX.” Following the completion of this offering, we will have two classes of common stock issued and outstanding: Class A common stock andClass B common stock. Each share of Class A common stock will entitle its holder to one vote per share. Each share of Class B commonstock will entitle its holder to 10 votes per share. Class A shareholders and Class B shareholders will vote together as a single class on allmatters to be voted on by shareholders, except Class B shareholders will be entitled to elect a majority of our board of directors in addition tohaving certain other class votes as described under “Description of Capital Stock.” Based on an offering size as set forth above and an initial public offering price of $135.00 per share, Elon Musk, our founder, ChiefExecutive Officer, Chief Technical Officer and Chairman of our board, will hold approximately 82.4% of the voting power of our commonstock (or approximately 82.3% if the underwriters exercise their option to purchase additional shares of ClassA common stock in full)immediately after the completion of this offering through his ownership of shares of our ClassA and ClassB common stock, of whichapproximately 81.1% is attributable to his ownership of our Class B common stock. As a result, Mr. Musk will be able to control theoutcome of matters requiring shareholder approval. This includes the election of (i) a majority of our board, through his ownership of ClassB shares (as Class B Directors), for so long as he holds a majority of the voting power of the Class B common stock, and (ii) the remainderof our board, for so long as he holds a majority of the combined voting power of the Class A and Class B common stock. As a result, we willbe a “controlled company” under the corporate governance rules of Nasdaq following the completion of this offering and, as a result, weintend to rely on exemptions from certain corporate governance requirements. Please refer to “Management—Controlled CompanyExemption.” Investing in our ClassA common stock involves risks. Please refer to “Risk Factors” beginning on page 27 of this prospectus. (1)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. Pleaserefer to “Underwriting” for a description of all underwriting compensation payable in connection with this offering. The underwriters may also exercise an option to purchase up to an additional83,333,333shares of our ClassA common stock from us, at theinitial public offering price for 30 days after the date of this prospectus. At our request, the underwriters have reserved up to five percent of the shares of ClassA common stock to be issued by the Company andoffered by this prospectus for sale, at the initial public offering price, to certain employees and persons identified by our executive officers.Please refer to “Underwriting—Directed Share Program.” Neither the Securities and Exchange Commission (the “SEC”) nor any statesecurities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The shares of ClassA common stock will be ready for delivery on or about June 15, 2026. Table of Contents TABLE OF CONTENTS GLOSSARY OF TERMS.................................................................................................................................ivPROSPECTUS SUMMARY............................................................................................................................1RISK FACTORS..............................................................................................................................................27CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS...........................65USE OF PROCEEDS.......................................................................................................................................67DIVIDEND POLICY........................................................................................................................................68CAPITALIZATION.........................................................................................................................................69DILUTION..............................................................................................................................