SpaceX；招股书

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering.☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering.☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, asamended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), maydetermine. This is the initial public offering of shares of ClassA common stock, par value $0.001 per share, of Space Exploration TechnologiesCorp., a Texas corporation. We are offeringshares of our ClassA common stock. Currently, no public market exists for our ClassA common stock. We expect the initial public offering price to be between $and$per share. We have applied to list our ClassA common stock on The Nasdaq Stock Market LLC (“Nasdaq”) and Nasdaq Texas,Inc. (“Nasdaq Texas”) under the symbol “SPCX.” Following the completion of this offering, we will have two classes of common stock issued and outstanding: Class A common stockand Class B common stock. Each share of Class A common stock will entitle its holder to one vote per share. Each share of Class Bcommon stock will entitle its holder to 10 votes per share. Class A shareholders and Class B shareholders will vote together as asingle class on all matters to be voted on by shareholders, except Class B shareholders will be entitled to elect a majority of our boardof directors in addition to having certain other class votes as described under “Description of Capital Stock.” Assuming an offering size as set forth above and an initial public offering price of $per share (the midpoint of the estimatedprice range set forth above), Elon Musk, our founder, Chief Executive Officer, Chief Technical Officer and Chairman of our board,will hold approximately% of the voting power of our common stock (or approximately% if the underwriters exercise theiroption to purchase additional shares of ClassA common stock in full) immediately after the completion of this offering through hisl the registration statement filed with the Securities and Exchangeny jurisdiction where the offer or sale is not permitted. ownership of shares of our ClassA and ClassB common stock of which approximately% he controls through his ownership ofour Class B common stock. As a result, Mr. Musk will be able to control the outcome of matters requiring shareholder approval. Thisincludes the election of (i) a majority of our board, through his ownership of Class B shares (as Class B Directors), for so long as heholds a majority of the voting power of the Class B common stock, and (ii) the remainder of our board, for so long as he holds amajority of the combined voting power of the Class A and Class B common stock. As a result, we will be a “controlled company”under the corporate governance rules of Nasdaq following the completion of this offering and, as a result, we intend to rely onexemptions from certain corporate governance requirements. Please refer to “Management—Controlled Company Exemption.” Investing in our ClassA common stock involves risks. Please refer to “Risk Factors” beginning on page 26 of thisprospectus. (1)Please refer 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 additionalshares of our ClassA common stock from us, at theinitial public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus. At our request, the underwriters have reserved up topercent of the shares of ClassA common stock to be issued by theCompany and offered by this prospectus for sale, at the initial public offering price, to. Please refer