Senator Elizabeth Warren has urged the Securities and Exchange Commission to delay SpaceX’s planned initial public offering, citing concerns over valuation, governance, shareholder rights, in
Senator Elizabeth Warren has urged the Securities and Exchange Commission to delay SpaceX’s planned initial public offering, citing concerns over valuation, governance, shareholder rights, index inclusion, and investor protection ahead of what could become the largest IPO in history.
Space Exploration Technologies Corp., known as SpaceX, is reportedly seeking to raise as much as $75 billion at a valuation between $1.75 trillion and $2 trillion. The offering is expected to price near $135 per share, with public trading planned shortly after on Nasdaq under the ticker SPCX.
In a letter to the SEC, Warren argued that the offering presents risks to ordinary investors and retirement savers while creating major financial gains for insiders, including SpaceX Chief Executive Officer Elon Musk and early shareholders. She asked the SEC to delay any acceleration of the registration statement’s effectiveness until the company addresses disclosure gaps and shareholder protections.
Warren’s letter questioned whether SpaceX’s valuation is supported by current financial fundamentals. She cited reports that SpaceX may be offering shares at roughly 100 times 2025 revenue, a valuation level that she said depends heavily on future growth assumptions tied to artificial intelligence, space infrastructure, satellite services, and long-term commercial goals.
The letter also pointed to estimates that SpaceX’s annual revenue was about $19 billion, which would place the company far lower by revenue than its expected market capitalization would suggest. Warren said this creates a risk that public investors could buy shares at a valuation that may not hold once market trading begins.
SpaceX’s AI revenue projections have also drawn attention. Goldman Sachs reportedly expects SpaceX’s artificial intelligence revenue to rise from $3.2 billion in 2025 to $322 billion by 2030, a roughly 100-fold increase. That forecast has become part of the market debate surrounding the company’s expected public valuation.
As we reported, SpaceX has also signed major AI compute agreements. Under a reported cloud services deal, Google would pay SpaceX $920 million per month from October 2026 through June 2029 for access to about 110,000 Nvidia GPUs and related infrastructure. Together with a similar Anthropic arrangement, those contracts are expected to generate about $2.17 billion per month, equal to a revenue run rate of roughly $26 billion per year.
Warren also raised concerns over SpaceX’s proposed governance structure. According to the letter, SpaceX plans to maintain a dual-class share system that gives Musk’s shares 10 times the voting power of shares sold to the public.
The structure would allow Musk to retain control over matters requiring shareholder approval. The letter said Musk also holds the roles of chief executive officer, chief technology officer, chairman, and controlling shareholder.
Warren said the proposed governance framework could limit shareholder influence over acquisitions, divestitures, restructuring, executive control, and board oversight. The letter also cited concerns that SpaceX does not plan to maintain a board where a majority of directors are independent.
The senator also criticized provisions that would push certain shareholder disputes into arbitration and limit derivative lawsuits. According to the letter, a 3% ownership threshold for bringing some lawsuits could require a shareholder stake of more than $50 billion if SpaceX reaches a valuation near $1.75 trillion.
Warren asked the SEC to require clearer disclosures about conflicts involving Musk’s other companies, including xAI and Tesla. SpaceX merged with xAI earlier this year, and the letter said the SEC should review whether that transaction and any future related-party deals create risks for investors.
The letter also focused on the potential effect of SpaceX’s IPO on passive investors. Warren said major index providers have considered or adopted changes that could allow large newly public companies to enter indexes faster than under previous standards.
She warned that early inclusion in indexes could force passive funds to buy SpaceX shares, exposing retirement accounts and ordinary investors to the company’s valuation and governance risks. Analysts cited in the letter estimated potential forced buying of $15 billion to $30 billion across S&P 500, Nasdaq-100, and Russell 1000 trackers after inclusion.
The letter also noted that Fidelity reduced its SpaceX IPO entry requirement from as much as $500,000 to $2,000, expanding access for retail investors.
Warren further asked the SEC to examine whether early reporting about SpaceX’s confidential filing created possible Securities Act concerns. In addition, she cited market confusion from Musk’s public statements on X, saying the SEC should review whether investor disclosures fully reflect those risks.
