SPACE EXPLORATION TECHNOLOGIES CORP

S-11 spaceexplorationtechnologi.htm S-1

As filed with the U.S. Securities and Exchange Commission on May 20, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

1 Rocket Road

Starbase, Texas 78521

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Elon Musk

Chief Executive Officer

1 Rocket Road

Starbase, Texas 78521

Tel: (310) 363-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following

box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. ☐

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 number

of 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 number

of 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 financial

accounting 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 further

amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as

amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may

determine.

SUBJECT TO COMPLETION, DATED , 2026

PRELIMINARY PROSPECTUS

Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock, par value $0.001 per share, of Space Exploration Technologies

Corp., a Texas corporation. We are offering shares of our Class A common stock.

Currently, no public market exists for our Class A common stock. We expect the initial public offering price to be between $ and

$ per share. We have applied to list our Class A 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 stock

and Class B common stock. Each share of Class A common stock will entitle its holder to one vote per share. Each share of Class B

common stock will entitle its holder to 10 votes per share. Class A shareholders and Class B shareholders will vote together as a

single class on all matters to be voted on by shareholders, except Class B shareholders will be entitled to elect a majority of our board

of 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 estimated

price 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 their

option to purchase additional shares of Class A common stock in full) immediately after the completion of this offering through his

ownership of shares of our Class A and Class B common stock of which approximately % he controls through his ownership of

our Class B common stock. As a result, Mr. Musk will be able to control the outcome of matters requiring shareholder approval. This

includes the election of (i) a majority of our board, through his ownership of Class B 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 remainder of 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 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 on

exemptions from certain corporate governance requirements. Please refer to “Management—Controlled Company Exemption.”

Investing in our Class A common stock involves risks. Please refer to “Risk Factors” beginning on page 26 of this

prospectus.

The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange

Commission is effective. This prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

(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 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.

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 . Please refer to “Underwriting—

Directed Share Program.” Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has

approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the

contrary is a criminal offense.

The shares of Class A common stock will be ready for delivery on or about , 2026.

Joint Book-Running Managers

Prospectus Dated , 2026.