• SpaceX plans a $1.75 trillion IPO, but Elon Musk will retain veto-proof control via a dual-class share structure.
  • Class B shares, held by Musk and insiders, carry outsized voting power, allowing them to block any removal of Musk from board or officer roles.
  • The company will remain a "controlled company" post-IPO, exempt from key governance requirements.

Power Unequal at the Launchpad

SpaceX has filed for an initial public offering that would be the largest in history, targeting a valuation of $1.75 trillion. But the company's governance structure ensures that founder and CEO Elon Musk cannot be removed from his board or officer positions without a vote from the very share class he controls, according to people familiar with the confidential S-1 filing.

The dual-class structure gives Class B shares—held by Musk and a small circle of insiders—dramatically more voting power than the Class A shares offered to the public. This arrangement effectively cements Musk's leadership, as any attempt to oust him would require approval from investors who own the super-voting shares.

"We have designed our capital structure to preserve the long-term strategic vision that has driven our success," the filing states, according to sources who reviewed it. "Our founder's continued leadership is critical."

Controlled Company Status

SpaceX will operate as a "controlled company" after the IPO, reducing requirements for an independent board majority and independent compensation and nominating committees. The company will maintain only an independent audit committee, a concession to stock exchange rules.

This structure mirrors those at other founder-led tech giants, but it's a rarity in the capital-intensive aerospace sector. Critics argue it leaves minority investors exposed to governance risks, including the potential for self-dealing or strategic missteps without strong board oversight.

"We can't say we've seen this degree of concentration in a company of this scale," said a corporate governance analyst who requested anonymity to discuss the filing freely. "But the market has shown appetite for high-growth, founder-led stories—even with governance compromises."

Market Reaction and Implications

Institutional investors are expected to scrutinize the dual-class structure closely, though the IPO's record size—about $75 billion raised—signals strong demand for exposure to SpaceX's rocket and satellite ambitions. The offering comes amid a wave of high-valuation tech listings, reigniting debate about investor protection in controlled companies.

Musk's continued autonomy could accelerate the progress of Starship development and Starlink deployment, key value drivers. But it also raises the stakes: if his leadership falters or faces legal troubles, shareholders have limited recourse.

The IPO filing still requires finalization and SEC review; terms could change.

Correction: An earlier version of this article misstated the size of the capital raise. It is approximately $75 billion, not $100 billion.