STOCK TITAN
  1. Home
  2. Sec-filings
  3. SPCX
  4. [8-K] SPACE EXPLORATION TECHNOLOGIES CORP Reports Material Event

SpaceX (NASDAQ: SPCX) closes 638.9M-share IPO at $135 offering price

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Space Exploration Technologies Corp. completed its initial public offering of 638,888,888 shares of Class A common stock at $135.00 per share, including full exercise of the underwriters’ option. The IPO also included a global offering in multiple non-U.S. jurisdictions.

In connection with the IPO, approximately 103 million shares of Series Preferred Stock automatically converted into Class A or Class B common stock under the amended and restated certificate of formation. The company adopted an Amended and Restated 2024 Equity Incentive Plan with 300,894,150 Class A shares available and a Second Amended and Restated 2017 Employee Stock Purchase Plan with 24,026,920 Class A shares available.

The company amended and restated its certificate of formation and bylaws, and it will primarily release material information via its investor relations website and X account, alongside required SEC filings.

Positive

  • Large IPO completed to fund growth: The company sold 638,888,888 Class A shares at $135.00 per share and plans to use net proceeds to expand AI compute infrastructure, launch facilities and vehicles, and satellite constellations, which can materially support long-term expansion.
  • Capital structure and incentive alignment refreshed: Conversion of approximately 103 million preferred shares into common stock and the adoption of sizable equity and employee stock purchase plans streamline the equity structure and support talent retention with equity-based incentives.

Negative

  • None.

Insights

SpaceX completes a large IPO, converts preferred stock, and refreshes equity plans to support growth.

Space Exploration Technologies Corp. has closed a sizeable IPO of 638,888,888 Class A shares at $135.00 per share, including full underwriter option exercise. This transaction provides substantial primary equity capital to support its stated growth initiatives across AI compute, launch infrastructure, vehicles, and satellite constellations.

Roughly 103 million shares of Series Preferred Stock converted into common equity under Section 3(a)(9) of the Securities Act, simplifying the capital structure post‑IPO. New and restated equity plans reserve 300,894,150 shares for incentives and 24,026,920 shares for the employee stock purchase plan, aligning employee compensation with equity performance.

The company also implemented a Restated Certificate of Formation and Amended and Restated Bylaws effective on June 15, 2026, and outlined a disclosure strategy focused on its website and X account. These steps are typical for a newly public issuer and position the governance and communication framework to match its public market status.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO share count 638,888,888 shares Class A common stock sold in IPO, including underwriters’ option
IPO price $135.00 per share Offering price for Class A common stock in IPO
Preferred shares converted approximately 103 million shares Series Preferred Stock converted into Class A and Class B common
Equity incentive plan pool 300,894,150 shares Class A shares available under Amended and Restated 2024 Equity Incentive Plan
ESPP share pool 24,026,920 shares Class A shares available under Second Amended and Restated 2017 ESPP
Underwriting Agreement date June 11, 2026 Date of Underwriting Agreement with lead underwriters
IPO completion date June 15, 2026 Date IPO and related charter changes became effective
Global Offering financial
"such offerings in non-U.S. jurisdictions, collectively, the “Global Offering”"
A global offering is when a company sells its shares or other securities to investors in multiple countries at the same time, combining new shares and sometimes existing ones. It matters to investors because it can change how many shares are available, affect the stock’s price and liquidity, and bring in capital or let insiders cash out—much like a concert releasing tickets worldwide at once, expanding the buyer pool and influencing demand and resale value.
Underwriting Agreement financial
"entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Amended and Restated Bylaws regulatory
"amended and restated its Bylaws (the “Amended and Restated Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
Employee Stock Purchase Plan financial
"Second Amended and Restated 2017 Employee Stock Purchase Plan (the “Second A&R ESPP”)"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Section 3(a)(9) regulatory
"conversion of the Series Preferred Stock into common stock was consummated pursuant to Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2026
Space Exploration Technologies Corp.
(Exact name of registrant as specified in its charter)
Texas001-4334401-0627671
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1 Rocket Road
Starbase, TX 78521
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (310) 363-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Class A common stock,
par value $0.001 per share

SPCX

The Nasdaq Stock Market LLC
Class A common stock,
par value $0.001 per share

SPCX

Nasdaq Texas, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 3.02. Unregistered Sales of Equity Securities.
In connection with the closing of the Space Exploration Technologies Corp. (the “Company”) initial public offering (the “IPO”), approximately 103 million outstanding shares of Series Preferred Stock (as that term is defined in the A&R Certificate of Formation) converted into issued Class A common stock, par value $0.001 per share (the “Class A Common Stock”), or issued Class B common stock, par value $0.001 per share (the “Class B Common Stock”), on June 15, 2026, pursuant to the A&R Certificate of Formation (as that term is defined below). Shares of Low Vote Preferred Stock (as that term is defined in the A&R Certificate of Formation) converted into shares of Class A Common Stock, and shares of High Vote Preferred Stock (as that term is defined in the A&R Certificate of Formation) converted into shares of Class B Common Stock. The conversion of the Series Preferred Stock into common stock was consummated pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Space Exploration Technologies Corp. Amended and Restated 2024 Equity Incentive Plan
In connection with the IPO, the board of directors of the Company (the “Board”) adopted the Company’s Amended and Restated 2024 Equity Incentive Plan (the “A&R 2024 Plan”). As of the date of adoption, 300,894,150 shares of Class A Common Stock remain available for issuance under the A&R 2024 Plan pursuant to awards of stock options (which may either be incentive stock options or nonstatutory stock options), restricted stock, restricted stock units, and other equity awards, in each case, in accordance with the terms determined by the Board or its designee.
The description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the A&R 2024 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Space Exploration Technologies Corp. Second Amended and Restated 2017 Employee Stock Purchase Plan
In connection with the IPO, the Board adopted the Second Amended and Restated 2017 Employee Stock Purchase Plan (the “Second A&R ESPP”) to encourage and enable eligible employees to acquire an interest in the Company through the ownership of Class A Common Stock. As of the date of adoption, 24,026,920 shares of Class A Common Stock remain available for issuance under the Second A&R ESPP.
The description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the Second A&R ESPP, which is attached hereto as Exhibit 10.2, and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the completion of the IPO, the Company amended and restated its Certificate of Formation (the “A&R Certificate of Formation”), further amended the A&R Certificate of Formation through the Certificate of Amendment to A&R Certificate of Formation (the “Amendment to A&R Certificate of Formation”), and amended and restated its Bylaws (the “Amended and Restated Bylaws”). The A&R Certificate of Formation became effective on June 15, 2026, at 12:01 a.m. Central Time. The Amendment to A&R Certificate of Formation became effective upon the closing of the IPO on June 15, 2026. The Amended and Restated Bylaws became effective upon the effectiveness of the A&R Certificate of Formation.
In addition, on June 15, 2026, immediately after the Amendment to the A&R Certificate of Formation became effective, the Company filed the Restated Certificate of Formation, which restated the A&R Certificate of Formation to reflect the Amendment to A&R Certificate of Formation, with the Texas Secretary of State. The Restated Certificate of Formation became effective on June 15, 2026 and constitutes the certificate of formation of the Company in effect from and after that date.


A description of the material terms of the Restated Certificate of Formation and the Amended and Restated Bylaws can be found in the section of the Company’s registration statement on Form S-1 (File No. 333-296070) (as amended, the “Registration Statement”) entitled “Description of Capital Stock,” and is incorporated herein by reference. The descriptions of the Restated Certificate of Formation and the Amended and Restated Bylaws are qualified in their entirety by reference to the complete terms and conditions of the Restated Certificate of Formation and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
The Company will announce material information, including with respect to its quarterly and annual financial results and other material developments affecting the Company, to the public primarily through the investor relations page on its website (www.spacex.com) and its X account (@SpaceX). The Company does not intend to release quarterly or annual financial results or other material news through wire distribution services, such as Business Wire, PR Newswire, or similar services. As such, the Company encourages members of the investment community, the media, and others to follow the channels listed above and to review the information disclosed through such channels. The Company will also disclose the relevant information in its SEC filings as required under the applicable SEC rules. If the Company changes or supplements its intended disclosure channels in the future, the Company will provide notice of such change on the investor relations page of the Company’s website at www.spacex.com prior to, or contemporaneously with, the use of any new or additional channels for purposes of disseminating material disclosures.
The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
On June 15, 2026, the Company completed its IPO of 638,888,888 shares of the Company’s Class A Common Stock, at an offering price of $135.00 per share, which includes the exercise in full by the Underwriters (as defined below) of their option to purchase from the Company an additional 83,333,333 shares of Class A Common Stock, pursuant to the Registration Statement. The IPO included, in addition to the public offering of the Class A Common Stock in the United States, public offerings of the Class A Common Stock in Australia, certain provinces and territories of Canada, certain member states of the European Economic Area, Japan, Switzerland, and the United Kingdom (including in the form of Computershare depositary interests) as described in the Registration Statement (such offerings in non-U.S. jurisdictions, collectively, the “Global Offering”).
As described in the Registration Statement, the Company intends to use the net proceeds from the IPO to fund its growth strategy, including the expansion of the Company’s AI compute infrastructure, enhancements to the Company’s launch infrastructure and launch vehicles, increases in the scale and capacity of the Company’s satellite constellations, and any remaining amounts for general corporate purposes.
Underwriting Agreement
On June 11, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), and Deutsche Bank Aktiengesellschaft, relating to the offer and sale of the Class A Common Stock in the IPO.
The Underwriting Agreement contains customary representations and warranties, covenants, closing conditions and termination provisions, including provisions solely relating to the various jurisdictions involved in the Global Offering. The Company has agreed to indemnify the Underwriters and certain persons related to the Underwriters against certain liabilities, including liabilities arising under the Securities Act and certain liabilities relating to the


directed share program described in the Registration Statement and the Global Offering, and to contribute to payments that the Underwriters may be required to make in respect of certain such liabilities.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
1.1
Underwriting Agreement, dated as of June 11, 2026, by and among Space Exploration Technologies Corp. and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, and Deutsche Bank Aktiengesellschaft.*
3.1
Restated Certificate of Formation of Space Exploration Technologies Corp.
3.2
Amended and Restated Bylaws of Space Exploration Technologies Corp.
10.1
Space Exploration Technologies Corp. Amended and Restated 2024 Equity Incentive Plan (incorporated by reference as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 12, 2026)
10.2
Space Exploration Technologies Corp. Second Amended and Restated 2017 Employee Stock Purchase Plan (incorporated by reference as Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 12, 2026)
___________
*Certain of the schedules and exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to provide a copy of all omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request. 


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Space Exploration Technologies Corp.
Date: June 15, 2026By: /s/ Bret Johnsen
Name: Bret Johnsen
Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

How many shares did SpaceX (SPCX) sell in its IPO and at what price?

SpaceX sold 638,888,888 shares of Class A common stock at $135.00 per share. This total includes the underwriters’ full exercise of their option to buy an additional 83,333,333 shares from the company.

What will SpaceX (SPCX) use its IPO net proceeds for?

SpaceX intends to use IPO net proceeds to fund its growth strategy, including AI compute infrastructure, launch infrastructure and vehicles, expansion of satellite constellations, and any remaining amounts for general corporate purposes, as described in its registration statement.

What happened to SpaceX’s preferred stock at the time of the IPO?

At IPO closing, approximately 103 million outstanding shares of Series Preferred Stock automatically converted into Class A or Class B common stock. Low Vote Preferred became Class A, while High Vote Preferred became Class B, under the amended and restated certificate of formation.

How large are SpaceX’s new equity incentive and employee stock purchase plans?

The Amended and Restated 2024 Equity Incentive Plan has 300,894,150 Class A shares available for awards. The Second Amended and Restated 2017 Employee Stock Purchase Plan has 24,026,920 Class A shares available for eligible employees to acquire company stock.

How will SpaceX (SPCX) disclose future financial results and material news?

SpaceX plans to share material information primarily through the investor relations page on its website and its X account (@SpaceX). It does not intend to use traditional wire services and will also provide required disclosures through its SEC filings.

What governance documents did SpaceX change in connection with the IPO?

SpaceX adopted an Amended and Restated Certificate of Formation, later restated to reflect amendments, and Amended and Restated Bylaws. These documents, effective June 15, 2026, define its current capital structure and corporate governance framework as a public company.

Filing Exhibits & Attachments

3 documents

Other Documents