The prospectus answers the question investors have asked since the listing was announced – who controls SpaceX? – with a definitive answer. Elon Musk would receive Class B shares carrying ten times the voting power of common stock, ensuring his control of the company, and a pay package tied directly to the goal of building a city of one million people on Mars. The company is targeting a Nasdaq listing in June, according to 36Kr, which reviewed the prospectus.
The disclosures frame the IPO as a vehicle for raising capital rather than a change in who runs the company. The pay structure is designed to make sure the interests of shareholders and the interests of the Mars program are the same thing.
The governance structure
Under the plan, Musk receives Class B shares with ten times the voting power of the common shares offered in the IPO. The structure gives him a majority of voting power regardless of how much common stock is sold, a setup that removes the possibility that public investors could outvote the founder on any matter – including the strategic bets on Mars that define the company.
The structure is familiar from Musk’s other companies. Tesla’s 2018 compensation package, which was later invalidated by a Delaware court and re-approved by shareholders in 2024, tied pay to market-cap and revenue milestones and was designed to keep him aligned with the company’s long-term trajectory. The SpaceX plan goes further in one respect: the voting structure guarantees control outright, rather than relying on shareholder goodwill. Governance experts have noted that dual-class structures with ten-to-one ratios are at the extreme end of what public markets have accepted, and SpaceX’s will be tested by index providers and institutional investors that have pushed back on such arrangements in other listings. SpaceX has structured the offering to reduce that risk: the Class B shares are designed to be durable across transfers and inheritance, so Musk’s control would survive even a change in his role at the company, a provision that has drawn particular attention from governance analysts reviewing the prospectus.
The Mars-linked pay package
The compensation plan is where the prospectus becomes unusual even by Musk standards. 36Kr described the pay structure as reaching the trillion-dollar scale, and its terms are tied to milestones that have nothing to do with quarterly earnings: the establishment of a self-sustaining city on Mars with a population of one million people. The targets, per the prospectus as described, tie the bulk of Musk’s equity to the achievement of that goal rather than to conventional financial metrics.
The million-person Mars city is not a new ambition. Musk has stated it publicly for years, describing the goal as making humanity multi-planetary and setting a timeline that would require thousands of Starship flights to move the people and cargo involved. Tying compensation to that goal is a governance choice with a clear logic: if shareholders want Musk to stay focused on Mars, they should pay him for Mars, not for stock-price milestones that could be hit by financial engineering alone. The risk, critics say, is that a compensation plan measured in generations is effectively unenforceable – no board or court can verify progress toward a self-sustaining city of a million people, and a goal that cannot be measured cannot discipline a CEO.
What it means for the listing
The prospectus frames the IPO as a vehicle for raising capital – SpaceX’s ambitions, from Starship development to the Starlink network, are among the most capital-intensive in corporate history – rather than a change in who runs the company. The June Nasdaq listing would put SpaceX’s financials under public scrutiny for the first time, including the enormous costs of the Mars program, which the company has so far funded largely through private rounds and employee share sales.
For investors, the question is whether they are buying shares in a satellite communications business with a rocket side, or a Mars colony project with a profitable communications business attached. The pay structure makes the answer explicit: SpaceX will spend what it takes on Mars, and Musk’s compensation ensures he has no personal incentive to do otherwise. Whether public shareholders share that priority is the question the IPO roadshow will answer.
SpaceX’s prospectus makes the company’s purpose unambiguous: this is Musk’s company, run for the purpose of colonizing Mars, and public investors are being offered a seat on a ride whose destination is fixed before they board. The ten-to-one voting structure removes any ambiguity about control, and the Mars-linked pay package removes any ambiguity about motive. For investors who believe in the mission, the terms are the price of admission. For everyone else, the disclosures are a clear warning about what they would actually be buying.
