SpaceX is sprinting towards an IPO: plans to use a dual-class share structure, and will consider restructuring debt after merging with xAI.

Recent reports show that SpaceX is making a final push for an IPO later this year. The trillion-dollar aerospace giant has chosen an unusual path: consolidating Elon Musk's control through a dual-class share structure, while also addressing the heavy debt burden accumulated after the merger with xAI. Reportedly, both initiatives will be completed before the public offering, which could raise as much as $50 billion.

According to a report on Friday, February 13, SpaceX is considering adopting a dual-class share structure in its IPO, granting specific shareholders extra voting rights. This arrangement will allow Musk to maintain absolute control of the company even if he holds a minority stake. Sources say the company is also adding board members to help advance the listing process and drive Musk’s space ambitions beyond core rocket and satellite businesses.

Earlier on Friday, it was reported that a syndicate working with Musk is discussing a financing plan aimed at restructuring the debt resulting from the SpaceX-xAI merger. By acquiring Twitter—now known as X—and founding the AI development company xAI, Musk has accumulated nearly $18 billion in debt. This financing deal, not finalized yet, is expected to help the merged giant reduce its debt burden ahead of the IPO.

These two moves highlight the complex challenges SpaceX faces before going public: protecting the founder’s decision-making power, dealing with the financial burden following the high-risk AI merger, and pitching a clear growth story to investors.

Dual-Class Share Moat

The dual-class share structure is the core mechanism SpaceX has designed to strengthen Musk’s control. According to Bloomberg, this two-tier structure will give Musk’s shares more voting power, enabling him to dominate company decisions.

This strategy aligns with Musk’s earlier proposals for Tesla. He once suggested Tesla create a dual-class structure to ensure at least 25% voting control and threatened to develop AI and robotics products elsewhere if he couldn’t achieve this influence. In 2024, he said: “It’s not about me being able to control the company even if I go crazy.”

Although Musk currently owns about 11% of Tesla, his new $1 trillion compensation plan could boost his stake to 25% or more over the next decade.

Dual-class share structures are common among U.S. tech companies, with Meta Platforms and Google parent Alphabet both utilizing this setup. Such structures are typically packaged as enabling founders to focus on long-term vision, with founders and insiders getting 10 or even 20 votes per share while ordinary shares only get one vote. Critics argue this makes them less accountable.

For Musk, super-voting shares will create a fortress against activist shareholder pressure, allowing him to lead the company as he wishes. This is especially important for SpaceX, as it expands from pure rocket and satellite business into high-risk fields like artificial intelligence.

$18 Billion Debt Restructuring

As it advances its IPO, SpaceX faces the urgent task of managing its debt burden from the xAI merger. Musk accumulated nearly $18 billion in debt through the Twitter acquisition and establishment of xAI, which now weighs heavily on the new merged entity.

This Friday’s report said Morgan Stanley is expected to play a lead role in the post-merger financing plan. Morgan Stanley led Musk’s 2022 Twitter acquisition financing and subsequent xAI debt funding, and is also one of SpaceX’s lead IPO underwriters, alongside Goldman Sachs, Bank of America, and JPMorgan.

Representatives from Morgan Stanley and the other listed banks declined to comment.

Reports note that the $12.5 billion Twitter acquisition financing is still dragging down the social media platform xAI, with tens of millions in interest payments monthly. Initially, the banks couldn’t sell this debt because investors feared ad revenue loss due to Musk’s chaotic moderation policies. Not until last April did banks finally offload the last $1.23 billion of Twitter acquisition debt from their balance sheets, selling at a fixed rate of 9.5% and at a discount of 98 cents on the dollar.

Other institutions holding X’s debt include Bank of America, Barclays, MUFG, BNP Paribas, Mizuho Financial Group, and Société Générale.

In March 2025, Musk will merge X into xAI, including debt, valuing the social network at $45 billion. xAI subsequently took on another $5 billion in debt. Reports say creditors worry about xAI’s profitability and cash needs, demanding the company avoid further debt issuance.

On February 2, SpaceX’s website published a statement about the xAI acquisition, signed by Musk, confirming previous reports. The merger lifts SpaceX’s valuation to about $1.25 trillion, with SpaceX contributing $1 trillion and xAI $250 billion.

Opportunities and Pitfalls Post-Merger

The SpaceX-xAI merger creates a super entity valued at $1.25 trillion but raises questions about strategic fit and financial risk.

In terms of profitability, SpaceX is at its peak. Last month’s report said SpaceX’s revenue in 2025 will reach $15–16 billion, with EBITDA around $8 billion and a profit margin near 50%. Starlink’s 9 million users and its dominance in the global launch market drive this performance. In 2025, SpaceX completed 165 missions, accounting for more than half of all global launches.

By contrast, xAI’s finances are very different. Bloomberg columnist Thomas Black noted that xAI generated only about $210 million in revenue in the first nine months of 2025, but burned $8–9.5 billion, now spending nearly $1 billion per month.

SpaceX has agreed to inject $2 billion into xAI, but with xAI competing with Microsoft, Alphabet, and AI startups like OpenAI for chips and data center resources, its spending shows no sign of slowing in the short term.

UBS’s early month report points out the merger marks the birth of the “orbital AI” era. Musk is betting that, within 2–3 years, a substantial portion of computing power will operate in low-Earth orbit. To this end, the company has applied to the FCC for approval to launch up to 1 million satellites dedicated to computing functions.

However, questions about synergies remain. Bloomberg columns argue that there is currently no substantive synergy between the two. SpaceX, being a pure space company, is expanding its lead over competitors and doesn’t need xAI to develop the space data center market. Instead, every AI company will line up to buy SpaceX’s dedicated data center satellites and low-cost launch services.

EchoStar, which owns about 3% of SpaceX, saw its stock drop after news of the merger, indicating not all investors are convinced. UBS analysts point out that investors now face not just a space infrastructure company generating strong cash flow, but a complex hybrid requiring a balance between operating cash flow and capital investment at AI scale.

IPO Countdown

SpaceX is accelerating its pursuit of what could be a world-record IPO. According to last month’s report, the company is targeting a mid-June 2026 listing. The timing is influenced by the first close conjunction of Jupiter and Venus in over three years, which will be followed days later by Mercury aligning diagonally with the two planets. Another factor is Musk’s birthday—June 28—with sources saying the target date is set around then.

Last month, media cited insiders saying multiple investment banks expect SpaceX’s IPO valuation to exceed $1.5 trillion, raising more than $50 billion—far more than the previous $29 billion IPO record set by Saudi Aramco in 2019.

SpaceX CFO Bret Johnsen has been meeting with existing private investors since mid-December 2025 to discuss the possibility of listing. Reports indicate Bank of America, Goldman Sachs, JPMorgan, and Morgan Stanley have been selected as lead underwriters. However, insiders remind that all data are still preliminary and subject to change.

Some bankers and investors see the June listing timeline as too tight. SpaceX still needs to file an S-1 with the SEC and arrange a global roadshow. With Trump frequently threatening tariffs and trying to influence Fed policy, the market environment and sentiment are more unpredictable than ever.

Sources say Musk’s motivation for pushing the listing is the company’s need for funds to develop Starship rocket systems intended for Mars missions. SpaceX has informed investors it is developing technology to deploy data centers in space through its 9,400 Starlink satellites—a move Musk believes is crucial for his conglomerate to compete in AI against Google, OpenAI, and others.

In September 2025, SpaceX and EchoStar reached a $17 billion deal to acquire wireless spectrum licenses and enhance the Starlink network, enabling Musk to expand “Direct-to-Device” services in the U.S., so phones can connect directly to satellites without specialized terminals. Musk expects the Starship rocket to start commercial payload launches this year; the rocket has completed 11 test launches since 2023.

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