SpaceX S-1A amendment offering-blank staggered-lockup — filing

Filing

SpaceX S-1A amendment offering-blank staggered-lockup — filing

Source

PRIMARY filing receipt — SpaceX S-1/A Amendment No. 1, filed 2026-06-01 (EDGAR CIK 0001181412, file 333-296070; prospectus dated "as filed June 1, 2026"). This is the current operative document and it corrects several press-sourced "facts."

Load-bearing primary findings:

  • Offering size / price / float are still BLANK. Cover reads "We are offering ___ shares… between $___ and $___ per share"; Use of Proceeds and dilution dollar figures are placeholders. So ~$1.75T valuation, ~$75B raise, and the 3–4% float are all PRESS numbers, not filed facts. Implied float cannot be computed from the filing.
  • Lockup is genuinely STAGGERED (this is the supply-overhang vs passive- demand crux). Base lockup 180 days, but timed automatic early releases for non-founder shares:
    • up to 20% two trading days after the Q2-2026 (June 30) earnings release;
    • +10% if SPCX closes ≥30% above IPO price on ≥5 of the 10 trading days ending on that first earnings date (price-trigger tranche);
    • +7% on each of T+70, T+90, T+105, T+120, T+135 (laddered, up to +35%);
    • +28% two trading days after the Q3-2026 (Sept 30) earnings release;
    • all remaining at 180 days.
    • Musk: 366-day lockup with NO early-release provisions (~85.1% voting power; controlled company). Goldman (lead) may waive early.
  • Share classes: Class A (1 vote, public), Class B (Musk, 10 votes), Class C exists....
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