SpaceX's confidential S-1 was filed April 1, 2026; under the SEC's 15-day rule, the public prospectus must land between Thursday May 15 and Friday May 22 to support the June 8 roadshow Reuters confirmed in early April. [1] Today is T-9 to the front of that window. SEC comments on amendment round two or three are expected back to Morgan Stanley, Goldman, JP Morgan, BofA, and Citi this week, and the question on the bookrunners' desks Wednesday is whether the prospectus that becomes public next week will include the Oakland trial as a risk factor or absorb it through the related-party schedule.
The paper's T-10 reading on May 5 treated the Tesla 10-K/A, the Brockman testimony in Oakland, and the SpaceX S-1 drafting as one document set. Wednesday confirms it. Tesla's amended 10-K, filed April 30, disclosed $573 million of 2025 cross-revenue with two Musk entities — $430.1 million from xAI for Megapack purchases and $143.3 million from SpaceX for vehicles — plus $11.4 million paid to SpaceX and $4 million paid to xAI for commercial and consulting services. [2] The footnote that mattered most was procedural: in February 2026, xAI Holdings became a subsidiary of SpaceX, with the $2 billion Series E preferred Tesla bought in January converting into SpaceX Class A common at the March 12 close, after FTC clearance. [3]
That conversion is what moves the Megapack revenue from a Tesla disclosure to a SpaceX one. The buyer of $430 million in Tesla batteries in 2025 is now, as of February, a wholly-owned subsidiary of the issuer that will price next month at a reported $1.75 trillion to $2 trillion valuation. Under Item 404 of Regulation S-K, those transactions have to appear in SpaceX's prospectus as related-party deals — not because Tesla disclosed them, but because the counterparty (xAI) is now SpaceX's subsidiary, and the supplier (Tesla) is controlled by SpaceX's CEO. The institutional buyers reading the public S-1 will see, for the first time, the full SPV architecture between Tesla, xAI, SpaceX, and the Boring Company on a single schedule. [3]
The valuation math sits on top of that schedule. Reuters reported a 21-bank syndicate, with retail allocation targeted at up to 30% of the offering — roughly three times the institutional norm. [4] CFO Bret Johnsen told the analyst meeting on April 6 that "retail is going to be a critical part of this and a bigger part than any IPO in history." [4] At $75 billion raised, the deal would clear Saudi Aramco's 2019 record by 2.5 times. The retail premium is a feature, not a flaw: at 87 times projected 2026 revenue, the institutional pitch needs a pricing floor that institutional buyers alone will not provide.
What the public prospectus must say about the Oakland trial is the open procedural question. Greg Brockman testified Tuesday on Musk's 2017 demand for majority equity in OpenAI, and the discovery posture in the case includes journal entries that go to Musk's contemporaneous dealings with Tesla resources. None of that is a SpaceX matter directly, but Item 401 of Reg S-K requires disclosure of legal proceedings against the issuer's executive officers and directors that are material. The "material" line is where the lawyers are arguing this week.
The dual-class share structure — Reuters reviewed the filing language on April 29, summarized as "only Elon Musk can fire Elon Musk" — is the governance term institutional buyers will price hardest. [4] Combined with the related-party set inherited from Tesla, the prospectus that lands next week will be a single document showing one CEO running three corporate entities that buy and sell to one another, with voting control concentrated in a single hand. The SEC reviewers' job between now and May 22 is to make sure that the disclosure is complete enough that buyers cannot claim surprise. The bankers' job is to make sure the disclosure is bounded enough that the price holds.
T-9 is the day the bookrunners decide whether to absorb the Brockman testimony into the prospectus or to publish without it. By T-1 — Friday May 15 at the front of the window — the document will be on EDGAR.
-- SAMUEL CRANE, Washington