SpaceX has filed for its long-awaited IPO on May 20, 2026, with plans to list on NASDAQ. The company aims to raise about $80 billion and reach a valuation near $1.5 trillion. If successful, it would be one of the largest public listings in history.
The filing has already triggered debate among governance experts and large public pension funds. The California Public Employees’ Retirement System (CalPERS), along with the Controllers of New York City and State, raised concerns in a letter sent to Elon Musk on May 13. They described the structure as highly favorable to management.
At the center of the concern is SpaceX’s dual-class share system. The S-1 outlines two types of stock. Class A shares are for public investors and carry one vote per share. Class B shares are reserved for insiders and carry ten votes per share.
This structure gives Musk about 79% voting control while holding roughly 42% of total equity. Critics argue this weakens shareholder influence and goes against the “one share, one vote” principle used in many public companies.
Control does not stop there. Only Class B shareholders can remove Musk from his leadership roles. That includes CEO, Chairman, and board member positions. Since Musk holds the majority of those votes, removal would require him to vote against himself.
SpaceX also operates as a controlled company. This status allows it to skip several governance requirements. It does not need a majority-independent board. It also avoids standard committees for nominations and executive pay. Musk currently holds multiple top roles at the company at the same time.
Another key clause in the filing is mandatory arbitration. All shareholder disputes must go through private arbitration instead of public courts. This blocks class actions and limits legal routes for investors. SpaceX itself notes that this may increase the cost and difficulty of pursuing claims.
The company also changed its legal base from Delaware to Texas in 2024. This move adds extra barriers for shareholder actions such as proxy fights or takeover attempts.
On top of that, SpaceX updated its bylaws. Shareholders must own at least 3% of the company to file derivative lawsuits. At a $1.5 trillion valuation, that equals around $45 billion in shares. In practice, very few investors could meet that requirement.
Securities lawyer Joseph Lucoski described the structure as highly unusual. He said most exchanges would not normally accept this setup for a public company of this size. He also noted that Musk’s profile and SpaceX’s scale likely influence how the IPO is being received. Lucoski added that retail investors may not fully understand the governance risks when the IPO launches. Even with these concerns, some analysts believe the listing could still boost confidence in the wider tech IPO market. They expect it may encourage other large private companies to consider going public.
