The largest initial public offering in history, and a textbook of everything that makes a modern IPO unusual: founder control through a dual-class structure, hard limits on who may own a defense company, and a $75 billion book built in a week.
SpaceX spent two decades as the most valuable private company in the world, financing itself through private rounds rather than the public markets. By 2025 it had two businesses that print cash: the launch franchise and, more importantly, Starlink, the satellite-internet network that on the company's own figures generated roughly $10.6 billion of about $18.67 billion in 2025 revenue. A company that size, that profitable, and with that many long-tenured employees and early investors holding illiquid stock eventually faces pressure to give them a market. The June 2026 IPO was the answer, and because of the company's scale it set the all-time record: about $75 billion raised at a roughly $1.77 trillion valuation, more than triple the previous largest U.S. listing.
For a learner the value is not the headline number but the fact that this one deal puts almost every IPO concept on display at once, and adds two that most offerings never touch: a control structure designed to keep the founder in charge after going public, and a national-security regime that limits who is even allowed to own the shares.
The offering sold Class A common stock, the public, one-vote-per-share class, into the market at a fixed $135.00 price. It was a firm-commitment underwriting (see Underwriting & the Syndicate): the banks bought the deal and resold it, bearing the placement risk, in exchange for the spread. The book mixed primary shares (new stock, the proceeds going to the company for general corporate purposes) with secondary shares sold by existing holders, and the prospectus made the standard point that the company receives nothing from the selling stockholders' shares.
The structural signature is the dual-class setup. Public investors buy Class A stock carrying one vote; the founder's Class B stock carries ten votes per share. On the disclosed figures Elon Musk holds roughly 42 percent of the equity but about 85 percent of the voting power, so control does not pass to the new public stockholders no matter how much stock they buy. That makes SpaceX a controlled company under the exchange's rules, which lets it skip certain board-independence requirements that otherwise bind public companies (see Corporate Governance). Dual-class control is common among founder-led technology listings; what is uncommon here is the second constraint layered on top of it.
The deal ran the standard IPO arc, compressed by the company's readiness and demand:
Two recurring IPO devices are worth pointing to in this deal. The over-allotment (greenshoe) of about 83.33 million shares let the underwriters sell more than the base deal and then settle the short either by buying the extra shares from the company or by buying in the open market, the mechanism explained in the underwriting entry. And the post-IPO lockup, the period during which insiders cannot sell, was not detailed in the early prospectus, but technology IPOs of this size typically run 90 to 180 days, which is when the next wave of supply can reach the market.
Underneath the marketing sits the 1933 Act machinery. The S-1 does double duty as the disclosure document and the source of liability: everyone who signs or underwrites it is exposed under Section 11 for a material misstatement, with the issuer effectively strict-liable and the underwriters relying on their due-diligence defense, which is exactly why the banks and their counsel investigate so hard. The communications rules (gun-jumping) police what the company may say outside the prospectus during the offering, and Regulation M limits the syndicate's trading during the distribution except for the sanctioned stabilizing bids. None of this is unique to SpaceX; the point of a breakdown is to watch the framework from Part II operate on a real deal.
If you want to go from this deal to the doctrine: the offering arc is The IPO & Direct Listings; the syndicate, spread, greenshoe, and stabilization are Underwriting & the Syndicate; the register-or-exempt framework and Section 11 liability are Securities-Law Foundations; the diligence record behind the defense is Execution & Diligence; the dual-class and controlled-company points connect to Corporate Governance; and the way the bankers framed the valuation belongs to Valuation & Fairness Opinions.
Figures are drawn from the offering documents and contemporaneous financial press; where the early prospectus did not specify a term (for example, the lockup length), this page says so rather than guessing.