SpaceX S-1 Ranks as Most Read Book on Wall Street Since Too Big to Fail

May 22, 2026

The launch schedule has officially been set – 24 years after the founding of the company, Elon Musk is allowing us to shoot for the stars and buy into a publicly traded SpaceX. His Texas-based rocket propulsion company made its preliminary S-1 public on Wednesday evening and we joined many on Wall Street in devouring the S-1 and its 200 plus pages including many cool photos of rockets and the Moon (and 37 pages of Risk Factors).

In SpaceX’s estimation, the total addressable market is a neat $28.5 trillion. Total US economic output in 2025 was $30 trillion. “Our mission is to build the systems and technologies necessary to make life multiplanetary, to understand the true nature of the universe, and to extend the light of consciousness to the stars,” Elon Musk says in its opening pages.

The offering consolidates three Musk enterprises – SpaceX, xAI and X/Twitter – into a single entity with a look under the hood of the financials across all three. It also underscores the windfall that early backers and company executives will receive when this goes public. Rocket ships, satellites, AI and social media under the same roof.

Here’s a quick look at the governance:

Space Exploration Technologies Corp: (SPCX) will be traded on Nasdaq and Nasdaq Texas and be a controlled company with two classes of stock: Class A (those who want to hitch a ride on Elon’s starship but have few real rights), and Class B (Elon class), which has 10 votes for every one of Class A. Nothing surprising there, given the structure of many other founder-led tech companies. Elon will control 85% of the voting power and the power to elect directors.

It Will be a (Very) Controlled Company: The structure reflects the founder-first philosophy which has defined much of Musk’s empire. For example, Elon will serve as founder, CEO, CTO, and Chairman. In addition, under Nasdaq and Nasdaq Texas listing rules, SpaceX will be given an exemption to waive standard requirements for an independent board majority, compensation committee and nominating committee.

Elon Loves Texas: Given the Sturm und Drang in Delaware it is a Texas-domiciled company under the auspices of the Texas Business Court and the governance rules of Nasdaq and Nasdaq Texas, having moved from Delaware, where it was originally incorporated, in 2024.

Disputes will be routed through the Texas Business Court: The court has been positioning itself as a friendlier alternative to Chancery for founder-controlled companies. The filing includes an arbitration provision for securities law claims, effectively foreclosing class action suits by shareholders.

As Steven Davidoff Solomon of Berkeley Law said on LinkedIn, “Needless to say, this will be litigated.”

The bylaws and charter very much limit shareholders’ ability to submit proposals for approval. A shareholder must hold 3% of the outstanding voting shares at least six months prior to the annual meeting and must solicit holders of shares representing at least 67% of the voting power of shares entitled to vote. Ditto for derivative suits: a shareholder would need to own 3% of the outstanding common stock to file a derivative suit.

SpaceX is carving out a nice chunk of the equity to retail investors and interestingly, providing a placement of shares directly to retail brokers such as Charles Schwab, Fidelity, Robinhood and SoFi Securities, and through E*TRADE owned by Morgan Stanley, one of the underwriters.

Of course, for Wall Street this is a prestigious assignment as this will be the largest ever IPO. The joint book runners in order are Goldman Sachs, Morgan Stanley, BofA Securities, Citigroup and JP Morgan. Legal advisors are Gibson Dunn & Crutcher for the issuer and Davis Polk & Wardwell for underwriters.

Have a great Memorial Day weekend,

GPP

ACTIVISM

Lululemon Says Talks with Founder Collapsed, Says His Perspectives are “Outdated”
After unsuccessful settlement talks, including some surprising emails that The Wall Street Journal reported on, the athletic apparel maker put out a filing earlier this week that called activist and company founder Chip Wilson’s perspectives “outdated,” with Reuters reporting that he has “troubling conflicts of interest” in an increasingly contentious situation.

The Wall Street Journal: Activist Elliott Builds Big Stake in Life-Science Tools Supplier Bio-Rad
Elliott is calling on the supplier of life-science tools and diagnostics products to make changes to boost the stock after the fund built a “sizeable stake.” In a unique twist, the hedge fund and the controlled company both own stakes in German lab-equipment supplier Sartorius which could lead to common ground. Read More

Financial Times: Activist Hedge Fund Pushes Premier Inn Owner to Put Itself up for Sale
After the multinational hotel and restaurant company refused to overhaul its spending plans, 7% stakeholder Corvex Management has restarted its campaign to have the company put itself up for sale after a challenging year for the stock. Read More

M&A

Financial Times: NextEra to Buy Dominion Energy in $67 Billion Deal
The two utility companies have agreed to combine in a majority-stock deal that would create an East Coast energy giant serving customers in Virginia, Florida and the Carolinas – although it faces a lot of state and federal regulatory scrutiny. Read More

The Wall Street Journal: Apartment Owners AvalonBay and Equity Residential Agree to Merge
The REIT pair will merge to create a real estate giant worth more than $50 billion, bringing together more than 180,000 rental apartments and bolstering the supply of affordable housing across the country. Read More

The NFL Spring League Meeting Diary: M&A Edition
Bloomberg reported that a group of minority shareholders, led by Silver Lake executive Egon Durban, are selling their stakes in the Las Vegas Raiders at a $9.9 billion valuation. Similarly, the Washington Commanders were also valued at over $9 billion after Blue Owl co-founder Doug Ostrover sold the remainder of his stake to majority owner Josh Harris, according to The Wall Street Journal.

CORPORATE GOVERNANCE

The Wall Street Journal: Exxon Blasts Proxy Advisers for Conflict of Interest in Fight Over Texas Move
In an extraordinary back and forth, the oil giant blasted ISS and Glass Lewis opposition to the company’s planned reincorporation to Texas – calling ISS and Glass Lewis conflicted considering the proxy advisors’ ongoing legal battle with Texas AG Ken Paxton. This comes days after the WSJ Editorial Board wrote on the proxy advisors’ partnership with New York City Comptroller Mark Levine to try and “bully” Exxon from moving to Texas. Read More

Bloomberg: Foreign Investors Fear Retreat in Japan’s Governance Reforms
Proposed changes to Japan’s Corporate Governance Code and Companies Act are raising red flags among investors who say reduced compliance requirements and weaker shareholder meeting rules may signal a governance rollback. Read More

IPO

Axios: SEC Announces New Rules to “Make IPOs Great Again”
The new rules relax disclosure requirements for smaller companies and provide a five-year regulatory “on-ramp” for larger firms, which aim to reduce the cost and complexity of going public, potentially benefiting highly anticipated IPOs from giants like SpaceX, OpenAI, and Anthropic. Read More

The Wall Street Journal: OpenAI Is Preparing to File for an IPO Very Soon
Following a momentous legal victory, the ChatGPT-creator is eyeing a potential September debut and may file confidentially as early as this week. The company is currently valued at $852 billion. Read More

FROM OUR DESK TO YOURS

A “requiem within a requiem.” That is how writer / composure Heather Christian describes her revival of Animal Wisdom, a “truly one-of-a-kind opus,” at the Signature Theatre.

A “dazzlingly original” piece, where we will honor Heather’s wishes to not call it a musical, has made its revival after receiving high praise during its original run in 2017. Taking place in Heather’s hometown of Natchez, Mississippi, the MacArthur Fellow who is also a Drama Desk and two-time Obie Award-winner, takes us on a deeply personal journey through her life.

The musical séance in which the congregation – the show’s audience – is a part of the show and even receives a communion in the form of the sacred Coca-Cola showcases the intimacy of the two-hour show in which we learn more about memory, loss, the soul, and Heather’s family. The “sterling,” Tony-nominated Kenita Miller takes the mantle of Heather – simply called “H” in the show – and leads us through the raucously fun music of the show where it is mostly Kenita on stage accompanied by a five-person band. Animal Wisdom runs through June 14^th.

Also want our readers to know about the MacDougal Street Mambo on Saturday June 20^th from 12-7pm. The Street will be closed between Houston and Prince, and all the restaurants open their doors including Roscioli, Hamburger America, Raku, Croft Alley, Dame and others. Come for the food and stay for the live entertainment and music. Check out Roscioli NYC’s Instagram for more info.