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SpaceX IPO sparks governance alarm over dual‑class control

Financial Times Companies •
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SpaceX filed its IPO prospectus, laying out a mission to make life multiplanetary and to “extend the light of consciousness to the stars.” The document also reveals a compensation trigger that would grant Elon Musk a 1 billion shares if the company reaches a $7.5 trillion market cap and a Mars colony houses one million people. Investors face a launchpad that mixes ambition with a governance model.

The prospectus sets up a dual‑class share structure that gives Musk voting control far beyond Silicon Valley norms. Three public pension funds—representing New York City, New York State and California—called it the most management‑friendly framework ever seen at this scale. Texas incorporation and a novel forum‑selection clause further shield the board from removal or hostile litigation and limit proxy contests.

If SpaceX reaches the projected $1.75 trillion valuation, it would qualify for the Nasdaq‑100 and S&P 500, pulling the company into passive funds that cannot easily divest. The governance rules would therefore affect billions of dollars of indexed capital, forcing investors to weigh exposure against limited shareholder rights. The IPO proceeds despite the pushback, cementing Musk’s control in the market.