SpaceX Says It May Use Stock for Future Acquisitions as Record IPO Nears

SpaceX disclosed that it may issue a large amount of new stock to fund future deals, a provision contained in the amended registration statement the company filed with the Securities and Exchange Commission (SEC) that drew scrutiny this week as the company nears its stock market debut. In the risk-factors section covering acquisitions and strategic transactions, the filing states the company “may issue a significant amount of equity in connection with future transactions.”

The filing announces no new acquisition. According to the amended S-1/A, the language gives SpaceX flexibility to use its publicly traded Class A stock to pay for acquisitions, divestitures, and other moves after it goes public. The company filed confidentially with the SEC on April 1, made its full S-1 public on May 20, and filed its prospectus on June 1.

The clearest deal already on the books is SpaceX’s pending purchase of Cursor, an AI coding-assistant startup. The filing states the acquisition is expected to close after the IPO and will be paid entirely in Class A stock, putting Cursor’s implied equity value at $60 billion. Under a related compute agreement, the filing says Cursor is owed a $1.5 billion termination fee and an $8.5 billion deferred services fee, totaling $10 billion if the deal is canceled.

The disclosure follows a run of dealmaking. SpaceX completed an all-stock merger with xAI, Elon Musk’s artificial intelligence company, in February, folding the Grok model and the X platform into one structure at a combined valuation of about $1.25 trillion. The combined company now describes itself as an artificial intelligence services and infrastructure business rather than only a rocket maker.

The IPO is set to rank among the largest ever. The filing prices the offering at $135 a share across 555.6 million shares, for a raise of roughly $75 billion and a minimum valuation of $1.8 trillion, down from earlier internal discussion above $2 trillion. SpaceX has earmarked about $20 billion of the proceeds to repay debt tied to xAI and X. Trading is expected on the Nasdaq under the ticker SPCX.

The filing also sets aside 5% of the offering’s shares for a directed program. SpaceX said those shares may go to certain employees and to parties with business relationships, including the friends and families of its executive officers, and that the grants will not carry a lockup restriction. By contrast, the company said more than 60% of pre-IPO shares, including Musk’s, will be under an extended lockup.

The equity language drew comment from named investors who read it as a possible step toward a long-discussed combination of SpaceX and Tesla, Musk’s electric-vehicle maker. Gary Black, managing director of The Future Fund, wrote on the platform X that the filing strongly suggests more SpaceX stock will be issued and said it could be used to acquire Tesla. Black estimated such a deal could be about 28% dilutive to Tesla shareholders because SpaceX would likely carry a higher valuation. Tesla shares fell after the disclosure.

No filing confirms a Tesla transaction. Any such merger would face legal and regulatory hurdles and would likely require a Tesla shareholder vote. On the SpaceX side, Musk’s control runs through Class B shares carrying ten votes each, meaning a large dilution event would not threaten his voting power. Musk has publicly raised the idea of combining his companies for years.

For prospective buyers, the practical effect is that SpaceX has reserved the right to expand its share count substantially after listing, with the $60 billion Cursor deal the clearest near-term use of that authority. The offering is scheduled to be completed in the days ahead, and the amended filing represents one of the final regulatory steps before SpaceX begins trading.

JBizNews Desk — Markets

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