Leaked SpaceX Prospectus Reveals Starship Technology Unproven

A confidential IPO prospectus draft of SpaceX, which has never been publicly disclosed, was recently leaked, revealing for the first time the internal financial situation, business risks, and Musk's high-priced equity incentive plan of the world's highest-valued private aerospace company on the eve of its sprint to go public.

Big Bet on Space AI Data Centers

The prospectus discloses that SpaceX has approved a new equity incentive plan: if the company's value climbs from the current approximately $1.1 trillion to $6.6 trillion, CEO Elon Musk will be granted an additional 60 million shares, to be vested in batches for every $500 billion increase in market value. This plan is strikingly similar to the Tesla compensation plan that propelled Musk to the top of the world's richest – high targets, high returns, and strong binding.

However, the conditions for vesting this incentive plan go far beyond just meeting market value criteria. The prospectus requires SpaceX to simultaneously accomplish an extremely ambitious plan: to build AI data centers in space and provide developers with "100 exaFLOPS of computing power" annually. The document frankly admits that this figure "far exceeds the scale of the peak electricity consumption of the United States," and the entire project is still in its "early stages," facing "major technical complexities and unproven technologies," and must operate satellites and rockets in a "harsh and unpredictable space environment."

Notably, the prospectus also raises a risk warning for the core technology of SpaceX, "Starship." SpaceX has emphasized its serious dependence on the next generation fully reusable rocket "Starship," which has already experienced multiple delays and test failures.

Mars Colony for 200 Million Shares

Beyond the 60 million shares, Musk has another, larger potential payout at SpaceX. According to The Information, in January of this year, SpaceX's board of directors set a second incentive target for Musk: if the company reaches a specific stock price and establishes a permanent colony on Mars with at least one million residents, he will be granted an additional 200 million shares.

Dual-Class Share Structure to Lock Down Control

According to Bloomberg, SpaceX will employ a dual-class share structure, with Musk holding Class B super-voting shares that correspond to 10 votes per share, "concentrating voting control in Mr. Musk and other Class B common shareholders." The Information reports that last year, Musk, through his trust, purchased SpaceX stock worth $1.4 billion from current and former employees, further consolidating his control over the company.

Starlink Profits Far Exceed Expectations

According to financial data leaked by Barron's, the EBITDA profit margin of SpaceX's core business, Starlink, exceeds 60%, higher than the 50% widely expected by the market and significantly better than the approximately 50% level of peer company TransDigm. SpaceX's overall revenue maintains rapid growth: total revenue was about $16 billion in 2025 and is expected to rise to about $25 billion in 2026. By the end of 2025, the company held about $25 billion in cash but was also burdened with about $50 billion in debt, most of which stems from the substantial acquisition of the AI company xAI in February of this year.

SpaceX plans to publicly release its IPO prospectus at the end of May, start the roadshow the week of June 8th, aims to raise $75 billion in funding, and reach a valuation of up to $175 trillion, potentially becoming the largest IPO in history. SpaceX has selected Bank of America, Citigroup, Goldman Sachs, JPMorgan Chase, and Morgan Stanley as the lead underwriters. SpaceX has moved up the vesting date for employee stock options from May to April to coordinate with the listing process.