Making Life
Multiplanetary.

"Our current operational rockets, including Falcon 9 and Falcon Heavy, are not capable of deploying V3 satellites and V2 Mobile satellites." "If we are unable to achieve the commercial development, anticipated performance, launch cadence, or cost efficiencies associated with Starship within expected timeframes, our ability to deploy next-generation V3 satellites, V2 Mobile satellites, and orbital AI compute infrastructure at scale… could be materially and adversely affected."

"In September 2025, we announced a definitive agreement with EchoStar to purchase its AWS-4 and H-block spectrum licenses. The Spectrum Transaction was approved by the FCC on May 12, 2026 and is subject to other closing conditions prior to completion. We expect the Spectrum Transaction to close in November 2027." "We must secure the global right to use the spectrum acquired from EchoStar from a number of international telecommunications regulators in order to make our V2 satellite-to-mobile services usable worldwide."

"Our goal is to deploy 100 gigawatts of annual compute power to orbit." "AI compute satellites at scale need full Starship reusability to be economically compelling. Without full reusability and rapid turnaround, Starship would still be capable of enabling progress on our next-generation Starlink, direct-to-cell, initial lunar objectives, and early AI compute satellite deployments, but such progress would be at a slower pace and higher cost."

"We announced a collaboration with Tesla in March 2026 to build the Terafab initiative with a long-term goal of producing one terawatt of compute hardware each year. Intel joined the project in April 2026 and is expected to contribute its expertise in designing, fabricating, and packaging ultra-high performance chips to help Terafab scale." "With this internal manufacturing capability, we plan to alleviate potential future chip shortages at SpaceX, especially as we develop orbital AI at scale, and design chips that are optimized for the space environment."

"In April 2026, we entered into a compute and option agreement with Anysphere, Inc., doing business as Cursor… we view as a compelling extension of our strategy to vertically integrate compute infrastructure, models, and applications." "The consideration for the acquisition of Cursor, if any, after the closing of this offering would consist of shares of our Class A common stock based on an implied equity value of Cursor of $60.0 billion." "In May 2026, we entered into Cloud Services Agreements with Anthropic PBC… the customer has agreed to pay us $1.25 billion per month through May 2029."

"We believe our goal of establishing a lunar presence will enable terawatt-scale annual AI compute growth, support deeper space exploration and industrialization, and serve as a stepping stone to establishing a civilization on Mars." "Establishing the lunar economy, including cargo transport, manufacturing, and energy production on the Moon" is listed as a stated growth strategy in the S-1.

"Point-to-point terrestrial travel" is listed explicitly in the S-1 as a Future Market. "A portion of our anticipated market opportunities is associated with industries described above under Future Markets. Certain of these industries… are still emerging. Others… do not exist today. While we believe these industries will develop over time, the manner in which they emerge… may differ materially from our current expectations."

"Others, including in-orbit manufacturing, passenger transport to the Moon, passenger and cargo transport to Mars, energy production on the Moon and Mars, manufacturing capabilities on the Moon and Mars, and asteroid mining, do not exist today." "The timeline for certain of our initiatives involving unproven or new innovations, including our goal of deploying 100 gigawatts of annual compute power to orbit, the establishment of a lunar economy and interplanetary industrialization, and the launch cadence required to achieve these goals may be difficult or impossible to determine."

"Any failure or delay in the development of Starship at scale or in achieving the required launch cadence, reusability and capabilities thereafter would delay or limit our ability to execute our growth strategy, including the deployment of next-generation satellites, global satellite-to-mobile connectivity, and orbital AI compute, which could materially adversely affect our business, financial condition, results of operations, and future prospects."

"We have experienced, and will likely continue to experience, launch delays and failures that could have a material adverse effect on our business, financial condition, results of operations, and future prospects." "We do not typically obtain insurance coverage for our satellites, payloads, or launch vehicles, and as a result we bear the full financial cost of any such losses."

"Any delays or difficulties in obtaining, maintaining or renewing required regulatory approvals and licenses required for our space-related activities, including the U.S. Federal Aviation Administration launch and reentry licenses, would materially delay or disrupt our operations, harm our business, or limit our ability to execute our business strategy." "Current FAA regulations do not permit return-to-launch-site reentries for Starship, requiring us to obtain a waiver from the FAA, which is not guaranteed."

"Our substantial level of indebtedness could materially adversely affect our financial condition." As of April 30, 2026: $20,000 million outstanding under the SpaceX Bridge Loan, maturing September 2, 2027. The Amended SpaceX Credit Facility provides up to $5,000 million, terminating May 19, 2031. "Covenants under our Credit Agreements also restrict our ability to pay dividends."

"Mr. Musk will have the power to control the outcome of matters requiring shareholder approval, including election of all our directors, and to control our business and affairs." "Under our charter, the holders of our Class B common stock will have the right to elect a majority of our board… for so long as any shares of Class B common stock remain outstanding." Each share of Class B carries 10 votes vs. 1 vote for Class A.

"The development and maintenance of the technologies and infrastructure necessary to support our current and future operations will require significant capital expenditures, and if we are unable to generate sufficient cash flow from operations or obtain additional financing on acceptable terms, our business, financial condition, results of operations, and future prospects could be materially and adversely affected."

"Our AI business is in a relatively early stage, it is being integrated into our organization, its business strategy is still developing, and it will require significant capital expenditures to fund compute, infrastructure and power generation, model training, and product development. Additionally, our AI business is subject to challenges inherent in a nascent, highly competitive, capital intensive and rapidly changing industry."

"Orbital AI compute infrastructure will not be readily accessible, and as a result, will not be easily repaired or upgraded, such that any component failures could result in permanent capacity loss, accelerated depreciation, decommissioning or need for replacement of the infrastructure." "We have not, and no one else has, previously operated or attempted to operate orbital AI compute, and the conditions of space on such AI infrastructure have not been tested."

"Our AI products and X platform are subject to complex and evolving U.S. and foreign laws and regulations that are subject to change and uncertain interpretation." "In February 2026, the Irish Data Protection Commission, our AI segment's privacy regulator in Europe, launched a large-scale inquiry to determine whether our AI segment has complied with its obligations under the European Union's General Data Protection Regulation."

"Any delays or difficulties in obtaining, maintaining or renewing required communications licenses and spectrum authorizations for our satellite connectivity services, including international and FCC satellite spectrum licenses, could materially delay or disrupt our operations." "Spectrum access itself is limited and highly regulated. Our rights to use certain frequencies are coordinated through the International Telecommunication Union and are subject to international agreements to prevent harmful interference."

"We will be a controlled company as of the completion of this offering under Nasdaq and Nasdaq Texas listing rules. A controlled company is not required to have a majority of its board composed of independent directors or to establish independent compensation and nominating committees. As a controlled company, we will remain subject to rules that require us to have an audit committee composed entirely of independent directors."

"The consolidated financial statements of SpaceX have been retrospectively recast for all periods presented to include (i) the historical results of X.AI Holdings Corp., which was acquired by SpaceX, effective February 2, 2026, and X Holdings Corp., which was acquired by xAI, effective March 28, 2025, because these transactions were between entities under common control, and (ii) a five-for-one stock split of the Company's Class A, Class B, and Class C Common Stock, effective May 4, 2026."

"We intend to use the net proceeds from this offering to fund our growth strategy, including the expansion of our AI compute infrastructure, enhancements to our launch infrastructure and launch vehicles, increases in the scale and capacity of our satellite constellations, and any remaining amounts for general corporate purposes."

"We do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business." "Covenants under our Credit Agreements also restrict our ability to pay dividends, and we may enter into credit agreements or other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends or make distributions in the future."