SpaceX IPO filing shows Musk will retain 85% voting power and maintain long-term control over the company

SpaceX IPO documents show that Musk will control 85% of the voting rights through Class B shares, and can effectively control all major matters that require shareholder approval.

This makes SpaceX's listing more like a capital opening rather than a governance opening — public investors can buy shares and share in the company's public market valuation benefits, but they can hardly influence director elections, management appointments and dismissals, and major strategic decisions.

This structure is built on a dual-class share structure: SpaceX Class A shares have one vote per share, while Class B shares have ten votes per share. As the main holder of Class B shares, Musk's voting rights far exceed those of other shareholders.

Stronger control comes from transfer rules. When Class B shares are sold, they will convert to Class A shares with lower voting rights, but if the buyer is Musk himself, this demotion will not be triggered, making control more difficult to be naturally diluted by stock transactions.

The IPO documents also specify that as long as Musk still holds a majority of Class B shares, removing him from the positions of CEO, chairman, or director requires the majority voting rights approval of Class B shares. The document states:

"Mr. Musk will be able to control the ultimate outcome of matters requiring shareholder approval."

Dorothy Lund, a securities law professor at Columbia Law School, points out that this set of very strong governance terms will essentially eliminate the real influence of public investors throughout the company's lifecycle. Her concern is that public companies should come with higher transparency and accountability mechanisms, while SpaceX's structure makes accountability blurry.

Supporters believe that SpaceX's appeal is already bound with Musk, and strong control can allow the company to avoid short-term market pressures and continue to execute long-term plans.