SpaceX Filed for the Largest IPO in History. Should You Buy the Open?

The Filing Nobody Could Ignore

The most consequential securities filing of the decade landed on April Fools' Day.

On Wednesday, SpaceX confidentially submitted a draft registration statement to the SEC - the first formal step toward going public. CNBC reported the deal's internal codename: Project Apex. Bloomberg reported the number that made it the only story in markets: a target valuation of roughly $1.75 trillion, with an expected raise of about $75 billion.

For scale: the largest IPO ever priced is Saudi Aramco's 2019 listing, which raised $29 billion. SpaceX is reportedly aiming for two and a half times that.

A confidential filing means what it sounds like. Under SEC rules, the draft prospectus stays private until at least 15 days before the company begins marketing shares. So as of tonight, nobody outside the deal has seen audited financials. Every number in circulation - the valuation, the raise, the allocation - is a report, not a disclosure.

That distinction matters, so we did the unglamorous thing. We used Barebone to pull every dated report since the first tender-offer headlines in late 2024 and rebuild the public record: what is actually known, who said it, and when.

What we know	Detail	Where it came from
Filing	Confidential draft registration, April 1	CNBC, TechCrunch
Target valuation	~$1.75 trillion	Bloomberg, citing unnamed sources
Expected raise	~$75B (estimates range $40B - $80B)	Press reports
Banks	~21 enlisted	Reuters
Retail allocation	Up to 30% of shares, proposed	Reuters, March 27
Listing	Nasdaq, possibly as early as June	March press reports
Audited financials	None public	-

Read that last row again. The largest IPO in history is currently being priced, in the public imagination, on zero public financial statements.

The Math at $1.75 Trillion

SpaceX does not publish financials, so revenue is a matter of reporting. The most credible contemporaneous estimates put SpaceX's 2025 revenue around $16 billion. Add xAI - which SpaceX absorbed in February - and estimates put the combined company at not much more than $20 billion for 2025.

Run the division. At $1.75 trillion against $16 billion, SpaceX would list at roughly 109 times trailing revenue. Use the friendlier combined figure and it is still about 88 times. Call it 90 to 110 times trailing sales, depending on how you count a merger that closed eight weeks ago.

A revenue multiple is the bluntest valuation tool there is - what you pay for each dollar of sales, before asking whether those sales make any money. And we do not know whether they do. The company is private; its margins, its cash burn, and the cost of building Starship all sit behind the confidential filing.

What we do know is how the number got this big. In February, SpaceX acquired xAI - Musk's AI lab, which owns X - in an all-stock deal valuing SpaceX at about $1 trillion and xAI at $250 billion, a $1.25 trillion combination Musk described as "the most ambitious, vertically-integrated innovation engine on (and off) Earth." The stated logic: orbital data centers, AI trained and run in space.

Between that February merger and this week's reported IPO target sits a 40% markup, added in two months, with no new public information in between.

The target did not grow out of the financials. It grew out of the previous target.

The Price Was Discovered Without You

The clearest way to see this is to line up every valuation event since late 2024.

• December 2024: insider tender offer at a $350 billion valuation
• July 2025: share sale at $400 billion
• December 2025: tender offer at $421 per share - an $800 billion valuation, doubling in five months
• February 2026: the xAI merger pegs the combination at $1.25 trillion
• April 2026: a reported IPO target of $1.75 trillion

That is a 5x markup in sixteen months. A tender offer, for the record, is a private company's liquidity event: existing shareholders - employees, early funds - sell a slice of stock to approved buyers at a company-blessed price. Each of those prices was set in a negotiation the public was not part of.

This is the part of every mega-IPO that gets misread as generosity. An IPO is framed as your invitation to own the company. Structurally, it is the company's first chance to sell at a price the private market can no longer absorb. SpaceX has spent twenty-four years private and raised only about $10 billion along the way - which means essentially everyone on the cap table is sitting on enormous unrealized gains and has never had a truly liquid market to sell into. Anyone who bought the December 2024 tender is holding a 5x paper gain in sixteen months.

None of that makes anyone a villain. It just answers the question of who, structurally, is on the other side of the opening trade.

The 30% Question

On March 27, Reuters reported the deal's most unusual feature: Musk plans to allocate up to 30% of the offering to retail investors. The typical retail slice of an IPO is 5 to 10%. SpaceX's CFO, Bret Johnsen, has reportedly already circulated the proposal to the banks.

The same reporting sketched the distribution machine: Morgan Stanley handling smaller retail orders through E*Trade, Bank of America covering domestic retail and wealth clients, UBS taking international family offices, Citi coordinating overseas sales - roughly 21 banks in total, per Reuters.

There are two readings of an outsized retail tranche, and honesty requires both.

The generous one: Musk has long courted retail ownership, and the stated rationale is to encourage longer-term holders rather than institutions that flip their allocations on day one. That is not absurd - retail investors who believe in a founder do tend to hold through drawdowns that make institutions flinch.

The structural one: in a bookbuild - the process where underwriters collect orders from large investors to set the price - institutions negotiate. Retail accepts. A deal that wants three times the normal retail participation is, at minimum, a deal that wants more buyers who do not ask for a discount.

Both readings can be true at once. But notice which party every incentive in the room serves. Underwriters are hired and paid by the issuer; their professional obligation is to raise the most money for the seller - the way a real-estate agent works for the homeowner, not the house hunter. That is not manipulation. That is the job description. It is simply worth remembering who the customer is when the marketing reaches you in June.

Burry Named the Mechanism Before the Filing

In mid-March - two weeks before the filing existed - Michael Burry of The Big Short went after a quieter piece of plumbing: reported Nasdaq rule changes that would let a newly listed company of sufficient size enter the Nasdaq-100 after just 15 trading days, instead of the customary year of seasoning, and would weight companies with under 20% free float - the share of stock actually available to trade - at up to five times their float.

He called it "the most SHAMELESS structural manipulation of a major index I've ever seen." Then came the line aimed at every index-fund saver in America:

"Your 401(k) is the exit liquidity."

It is worth spelling out the mechanism, because it is the load-bearing idea. By Burry's count, insiders would hold roughly 95% of SpaceX shares at listing. A small float plus fast-track index entry means index funds - the autopilot vehicles inside retirement accounts - could become forced buyers within weeks of the debut, at an inflated weighting. That manufactured bid would arrive just as the standard IPO lockups - the 90-to-180-day ban on insider selling - begin to expire. Insiders would meet a price-insensitive buyer at exactly the moment they are first allowed to sell.

Burry talks his book, and he has been early - sometimes years early - before. But his argument does not require believing anyone is breaking the rules. It only requires reading the rules and asking who they serve.

Figma, Eight Months Later

If you want to know how a hot listing treats the people who buy the open, you do not need theory. The freshest large-scale rehearsal is eight months old.

Figma, the design-software company, priced its IPO at $33 on July 30, 2025 - above an already-raised range. The next day it closed at $115.50, up 250%: the biggest first-day pop in at least three decades for a U.S. listing raising over $1 billion.

On Thursday, FIG closed at $21.27.

That is 36% below the IPO price and 82% below the day-one close. By February, the financial press was already publishing post-mortems. Anyone who bought the first-day close and held has lost roughly four-fifths of their money. The winners were whoever sold into the pop - the flippers, and eventually the early holders who finally had a liquid market to sell into.

Here is the sentence worth keeping: every dollar of a 250% pop is, by definition, paid by whoever buys it.

The Caveat: Base Rates Cut Both Ways

This is the section where we check our own skepticism, because IPO pessimism is as lazy as IPO euphoria.

The academic record first. Jay Ritter - the University of Florida economist whose IPO dataset is the industry standard - documented the pattern decades ago. In his classic long-run study, IPOs popped an average of about 14% on day one, then returned 34.5% over the following three years while comparable existing companies returned 61.9%. The pop is real, and it is captured by the people allocated shares before the open. The years after the pop have been, on average, a below-market deal.

The mega-IPO record is harsher. We went back through the ten largest listings in history: five were underwater a year after their debut.

Mega-IPO	What happened after the open
Facebook (2012)	-47% within ~3 months; below its $38 offer for over a year
General Motors (2010)	Down more than 30% at the one-year mark
Saudi Aramco (2019)	-23% in the first three months
Ten largest listings ever	Half were underwater twelve months in

Now the other side of the ledger - the part the "it's all a trap" crowd skips.

Facebook recovered from the most ridiculed IPO of its era to become one of the best-performing mega-listings in market history. The patient buyer did fine. The day-one buyer also did fine eventually - they just endured more than a year underwater to reach the same destination a calmer buyer reached at a 30% discount.

And SpaceX is not Figma. Figma sells design software in a competitive market. SpaceX operates launch and satellite infrastructure with no complete substitute - an asset closer to a toll road to orbit than to a SaaS product. A 90 - 110x revenue multiple can be a bad entry price while the company is exactly as generational as advertised. Those are two separate questions, and conflating them is how investors end up either buying tops or boycotting greatness.

One more pattern worth holding: history's biggest listings have tended to arrive late in hot markets - but "late" has often meant the party ran for another year afterward. The mega-IPO is an early warning, not a fire alarm.

What This Means

The honest version of "the SpaceX IPO is a trap" is narrower and more useful: nothing about this deal requires your money on day one, and everything about its structure is optimized for the seller. From here, four things actually tell you something.

The public S-1. The confidential draft must flip public at least 15 days before marketing begins. That is the first audited look at revenue, margins, and Starship's burn rate - and, critically, the primary/secondary split: how much of the raise funds the company versus cashing out existing holders.

The lockup calendar and the index treatment. If fast-track Nasdaq-100 entry happens, index funds become mechanical buyers within weeks. Mark when the 90-to-180-day lockups release. The collision of those two dates is where Burry's scenario lives or dies.

Where pricing lands. If the $1.75 trillion target gets trimmed during the roadshow, demand pushed back. If it gets raised, it did not. The number moving will tell you more than the number itself.

The second-order route. If your thesis is space rather than this specific price, the public space supply chain - launch providers, defense primes, satellite and component makers - already trades every day, with audited financials and no pop to pay.

SpaceX may genuinely be a generational company. But generational companies and generational entry prices have rarely shown up on the same day, and the base rates say the buyer at the opening bell pays a premium for enthusiasm while the year that follows has usually offered a better price.

The question to sit with between now and the first trade is not whether SpaceX changes the world. It is simpler: who is selling, why now - and why does this deal need three times the usual amount of you?

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Data: Barebone | Sources: SpaceX confidential filing coverage (Bloomberg, Reuters, CNBC, TechCrunch, April 1, 2026), Reuters retail-allocation report (March 27, 2026), Michael Burry posts on X (March 2026), Figma IPO pricing release and NYSE listing records (July 2025), Jay Ritter long-run IPO studies | Data as of April 3, 2026