Report: If SpaceX's valuation reaches 6.6 trillion, Musk will be granted 60 million incentive shares.

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SpaceX’s confidential IPO prospectus has leaked, revealing how Elon Musk has deeply tied his personal wealth to the fate of the company.

According to a report by The Information on April 21, a draft of SpaceX’s confidential IPO prospectus shows that the company has approved a new equity incentive plan: If SpaceX’s valuation rises from the current approximately $1.1 trillion to $6.6 trillion, CEO Elon Musk will be granted an additional 60 million shares. The shares will vest in tranches for each $500 billion increase in valuation.

Meanwhile, the prospectus also revealed that last year Musk purchased SpaceX shares worth $1.4 billion via his trust from existing and former employees, further increasing his control over the company.

A SpaceX spokesperson did not immediately respond to a request for comment.

Incentive Structure: Benchmarked to Tesla, Linked to Space Data Centers

This incentive plan is nearly identical to the Tesla compensation package that helped propel Musk to become the world's richest man—a high target, high return, and strong binding.

According to the prospectus, the vesting conditions for the 60 million shares not only require meeting the valuation target but also for SpaceX to complete an ambitious plan: building data centers in space to provide computing power for AI developers, with the specific goal of providing "100 terawatts of computing power" per year.

How significant is this number? The prospectus admits that this level "far exceeds the scale of peak U.S. electricity consumption." The document also acknowledges that the space data center plan is currently in its "early stages," faces "major technical complexities and unproven technologies," and that satellites and rockets operate in a "harsh and unpredictable space environment."

In other words, this is a highly uncertain long-term bet.

Another Even Larger Incentive: Mars Colony

The 60 million shares are not all of Musk’s potential gains from SpaceX.

The prospectus shows that in January this year, SpaceX’s board set Musk another target: If the company achieves a specific stock price target and establishes a colony on Mars with at least 1 million residents, he will receive an additional 200 million shares.

Combined, these two plans make Musk’s potential equity incentives extremely substantial.

Dual-Class Share Structure: Musk’s Voting Power to Further Concentrate

The prospectus also discloses that SpaceX will adopt a dual-class share structure, with Musk holding Class B super voting shares, each with 10 votes per share.

A source confirmed this arrangement to The Information. The prospectus explicitly states that this structure "will concentrate voting control with Mr. Musk and other holders of Class B common stock."

Musk’s specific shareholding ratio and total voting power have not yet been disclosed.

IPO Process: Listing in Mid-June, Target Valuation of $1.5 Trillion

SpaceX is currently accelerating its IPO preparations.

According to three sources, SpaceX executives are hosting potential investors and research analysts at facilities in Tennessee and Texas this week. The company plans to complete the listing by mid-June with a target valuation of up to $1.5 trillion, aiming to raise $75 billion, making it the largest IPO in history.

By comparison, in December last year, SpaceX doubled its valuation to $800 billion via an employee stock sale, and after merging with its AI subsidiary xAI in February this year, its valuation further rose to $1.25 trillion.

According to The Information, SpaceX plans to IPO in mid-June, targeting a valuation of $1.5 trillion, aiming to raise $75 billion.

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