A U.S. senator has called for an immediate halt to the upcoming initial public offering of SpaceX, labeling the planned stock market debut a significant threat to ordinary investors and market integrity.
With less than 24 hours to go before SpaceX was set to begin trading on the Nasdaq, a fiery 12-page letter was delivered to the U.S. Securities and Exchange Commission. The author was Democratic Senator Elizabeth Warren, known as a staunch critic of Wall Street, who demanded in strong terms that the SEC postpone the IPO, arguing this "largest IPO in history" poses an unprecedented danger to investor protection.
Warren issued a stark warning in the letter, stating the regulator must delay the effectiveness of the registration statement. She argued the IPO creates a new problem: it is manipulating major stock indices, forcing millions of ordinary retail investors in index funds to bear SpaceX's enormous risks with no alternative.
While her words may sound harsh, an examination of SpaceX's listing design reveals her concerns are far from unfounded.
An Unconventional Fixed Price
In a traditional IPO, investment banks first provide a price range, say $100-$120 per share, with the final price determined based on market demand, a process known as price discovery. SpaceX, however, is not following this playbook.
It has instead set a fixed price of $135 per share, effectively presenting a take-it-or-leave-it offer. This is exceptionally rare in Wall Street history. For a company valued between $1.75 trillion and $2 trillion to bypass the basic market-driven pricing mechanism suggests an attitude of "my price is final."
Even more unusual is the allocation to retail investors. In a typical U.S. IPO, retail investors usually receive only 5%-10% of the shares, with the vast majority allocated to long-term institutional cornerstone investors. SpaceX is doing the opposite, allocating 30% of the IPO shares to retail investors, amounting to a staggering $22.5 billion.
While publicly framed as "sharing profits with retail investors," industry insiders see it differently. Institutional investors seek long-term stability and controlled risk, acting as market stabilizers. Retail investors, driven by emotion, hype, and personal admiration, are prone to blind following and speculative trading, leading to extreme volatility.
Elon Musk commands a massive fanbase that could spontaneously generate hype and buy shares indiscriminately, artificially inflating the stock price in the short term. However, any subsequent negative news, even without changes to company fundamentals, could cause the stock to plummet as retail sentiment collapses. A historical parallel is Robinhood, which allocated 35% of its IPO to retail investors. Its stock was pumped to $85 after listing before crashing to $15 six months later, leaving those who bought at the peak deeply trapped. With SpaceX's high retail allocation, a similar pattern seems inevitable: a short-term sentiment-driven rally followed by long-term losses for retail investors.
Valuation Bubble
How inflated is SpaceX's valuation? The hard data tells the story. In 2025, SpaceX reported annual revenue of $18.7 billion, yet its valuation surpassed $1.75 trillion, resulting in a price-to-sales ratio nearing 100 times.
For comparison, AI leader Anthropic, valued at nearly $1 trillion, trades at a P/S ratio of just 21 times. OpenAI's ratio is 34 times. Both these AI firms have revenue growth rates far exceeding SpaceX's, yet their valuation multiples are significantly lower.
This contrast shows that the so-called AI bubble pales in comparison to SpaceX's valuation bubble. Even more exaggerated is the claim in the prospectus that the company's total addressable market could reach $28.5 trillion. To put that in perspective, it exceeds China's annual GDP of over $20 trillion, a figure detached from realistic business logic and purely for promotional effect.
Then there are the conditions for unlocking Musk's compensation package: he is granted 1 billion shares, worth approximately $600 billion, with vesting requirements including the company's market cap exceeding $7.5 trillion, completing core Mars colonization infrastructure, and establishing a permanent population of 1 million people on Mars. To any rational investor, this is pure fantasy. Yet this is the investment banks' core skill: using professional models, vast data, and industry jargon to package a nebulous story into something that appears logical and feasible.
Bundled Packaging
From the perspective of seasoned ECM analysts, SpaceX's valuation logic is essentially a "layered bundling" model. It wraps the profitable, cash-flow-positive Starlink business around the poorly performing xAI unit, which cannot stand alone as a public company, creating a structure where a quality asset subsidizes a weak one.
Examining the 2025 financial data reveals the reality: The Starlink division generated $11.4 billion in revenue and $7.2 billion in profit—the only quality asset. The rocket launch division brought in $4.1 billion in revenue but posted a $662 million loss. The xAI division reported $1.3 billion in revenue against a staggering $13 billion loss—a pure burden.
While it appears to be three synergistic core businesses, only Starlink is the profitable engine; the others are loss-making drags. This bundling also achieves "waste utilization and tax arbitrage": xAI's persistent losses, if operated separately, would lead to significant tax deduction credits going to waste. By bundling everything into a single public entity, all losses can be consolidated into the main financial statements, legally offsetting profits and reducing the overall tax burden.
This is the real game on Wall Street: so-called fair valuations and professional models are not calculated outcomes but rather a "market consensus" reached through repeated haggling,博弈, and compromise among institutions.
Tailored Nasdaq Rules
To ensure the listing's success, the IPO design has been meticulous, with one of the most controversial aspects being Nasdaq's rule changes specifically for SpaceX. The modification shortens the time for inclusion in the Nasdaq 100 index from three months to just 15 days, and it's a weighted inclusion, artificially inflating its index weight by three times.
What does this mean? A vast amount of passive index funds, pension funds, and 401(k) retirement accounts in the U.S. automatically buy shares of Nasdaq 100 constituents. In essence, after surviving just 15 days, SpaceX can have the public's pension money serve as its exit liquidity. Estimates suggest forced buying from passive funds alone could reach $10-$20 billion.
Savvy capital has already positioned itself ahead of time: building positions at low prices, waiting for index inclusion and passive fund inflows to sell at higher levels. Combined with frenzied retail buying, active fund positioning, and inflows of Middle Eastern hot money, the scarcity of freely tradable shares at listing will inevitably lead to a violent price surge, creating an extreme "fear of missing out" effect.
The ultimate script for this狂欢 is already written: After the post-listing pump, Musk, early shareholders, and key employees will continuously cash out through secondary offerings, stock pledge loans, and other means. Once insiders have exited, the stock price will eventually revert to fundamentals, with all floating losses and bubble risks borne by the institutions and retail investors who entered later. And these institutional funds are, in essence, the retirement and savings money of ordinary people.
Starlink Hits a Ceiling
What many don't realize is that Starlink's business has hit a瓶颈, casting doubt on future orders for the rocket launch division as well. The data shows: In Q1 2025, Starlink's user base reached 10.3 million, doubling from the previous year. However, the year before that, it had tripled, indicating a clear slowdown in growth rate. More alarming is how this growth was achieved: Average revenue per user dropped from $99/month in 2023 to $91 in 2024, then to $80 in 2025, plummeting to just $66 by Q1 2025. It's purely growth driven by price cuts and competition.
The reason is simple: if you live in New York, Tokyo, or Shanghai, you wouldn't use Starlink. Starlink is for remote areas, but those areas are remote precisely because they are sparsely populated. The consumer growth story is topping out.
So, what's the solution? Raise prices for the military. Recently, the U.S. military extensively used disposable drones named "Lucas" equipped with Starlink terminals on the battlefield. In the midst of intense frontline combat, SpaceX suddenly demanded to quintuple the network fee, from the original $5,000/month to $25,000/month. The理由 was: you originally purchased a "ground套餐," but since it's being used on an aircraft, you must pay the "aircraft套餐" rate.
Surprisingly, it was the U.S. military that backed down. When media inquired, a负责人 only stated that SpaceX remains a "solid and reliable long-term partner." This incident fully demonstrates that SpaceX has gained pricing power over the military, but it also exposes the尴尬 reality of its core实体 business's growth乏力.
Warren's Three Major Allegations
In her letter to the SEC, Warren detailed three major "red flags" in SpaceX's财务 and governance. First, the acquisition of xAI may involve accounting irregularities or valuation misrepresentation. The fairness of the transaction pricing and是否存在利益转移 through related-party transactions require thorough SEC investigation.
Second, there is a严重 conflict between Musk's personal interests and the company's interests. As a major shareholder in both SpaceX and xAI, transactions between the two are essentially "moving assets from one pocket to another." The risk of such利益输送 must be fully disclosed in the IPO prospectus.
Third, Musk holds独断专行的 power within the company with no effective checks and balances. Currently, Musk controls 82% of SpaceX's voting power, meaning this nearly $2 trillion-valued industry giant is完全 under his一人掌控, with no institution or shareholder able to制衡 or干预.
The founder is both the source of success and a major risk. Over the past two years, Musk has been极度痴迷 with AI and space data center ventures, implying that for the foreseeable future, SpaceX will持续投入巨额资本 into R&D for new businesses. Under such重资产投入, the risk of strategic失误 and投入失败 is极高.
Capital Panic
Many ask: SpaceX clearly doesn't need to go public, so why is Musk in such a hurry? The answer is simple: it's not driven by corporate development needs but by collective capital慌.
Reason one: The global venture capital industry faces its most severe exit crisis in decades. Latest data from the World Economic Forum in May shows that among current global unlisted独角兽, 20% have been established for over 15 years, and 59% for over 10 years. The周期 from seed round to first exit has lengthened by 45% compared to 2022. The standard rule in the industry is that VC funds承诺 a 10-year exit周期 to their limited partners. This means over half of独角兽 have already exceeded their promised exit deadlines, trapping vast amounts of venture capital.
Reason two: The AI industry is极度烧钱, with a短暂融资窗口期. OpenAI lost over $8 billion last year, Anthropic lost over $3 billion, and both are expected to continue burning cash for years. It is widely believed within the industry that an AI bubble exists; the only uncertainty is when it will burst. Musk's rush to IPO is to seize the high-valuation window, lock in a trillion-dollar valuation, and提前规避 subsequent market downturn risks.
Reason three: Seizing the last train of AI capital红利. The current global market is at the peak of溢价 and狂热 for AI concepts. By抢先完成 its IPO, SpaceX can吸干 all incremental Wall Street资金 targeting the AI+space sector.
High-stakes capital博弈 is often朴素: first come, first served; first to list, first to收割.
Three Key Phases to Watch
The SpaceX上市 must be watched through three critical phases. The first phase is whether it can avoid breaking its issue price on the first day. If a stock with such a small float (only 5% of shares released), such a strong承销团, and such hot institutional认购 still breaks issue price, it would signal the market is虚透了.
The second phase is the 15 to 30 days after listing: whether it can be顺利纳入 the Nasdaq 100 index and successfully pass the筹码 to passive funds (pensions).
The third phase is the six-month lock-up expiration for major shareholders. A 5% float means 95% of shares are locked up at IPO. Six months later (early December), these shares will be unlocked. Early shareholders who entered at valuations of tens or hundreds of billions will face暴利退出 opportunities with gains of tenfold,几十倍, or even上百倍. The resulting selling pressure could be腥风血雨.
Who Are the Biggest Winners?
In this顶级资本盛宴, the收益圈层 is极度分化. The real winners are only three categories: Musk himself, holding 42%—his财富 will突破万亿级, making him the world's first trillionaire; core employees holding a combined 10%-15%, who entered early at极低成本; and early venture capital机构与股东, who finally have an exit.
Beyond them, the 21承销投行 are the biggest隐形赢家. With the投行 industry普遍低迷 and facing layoffs this year, this single super project can deliver超额盈利 for all participating teams. It will also unlock后续业务 like secondary offerings, convertible bonds, M&A deals, block trades, and stock buybacks, making it the投行's "年度飞升项目," with收益 potentially equaling five years of normal business.
And the losers? All高估值狂欢 detached from fundamentals eventually回归均值. When the狂欢落幕, it is always the普通投资者 who entered later that承担所有风险.
A Historical Parallel
Finally, a经典历史案例 helps reveal the本质. In the 19th century, a global运河狂热 emerged ahead of the construction of the Suez and Panama Canals. Countless French middle-class investors疯狂募资入局. Ultimately, the Panama Canal Company went bankrupt in 1889, wiping out the initial investors. Yet the canal was eventually completed,彻底改写 global trade and benefiting the global economy and无数行业 for over a century. The initial infrastructure investors, however,几乎没有吃到 any红利.
Aren't today's SpaceX and the Wall Street capital追捧 it reminiscent of that运河狂热? One cannot deny SpaceX's伟大 or the星辰大海 potential of the太空 economy. But as普通投资者, we must克制对个人英雄主义的崇拜 and盲从 of科幻浪漫叙事.
Warren's warning should not be ignored. SpaceX is a颠覆者 in实体产业 but a收割者 in资本市场. It has broken the暴利与僵化 of traditional航天 with极致务实, yet has crafted a泡沫盛宴 for the顶级圈层 using极致资本套路.
Will the SEC halt this "资本狂欢" under political pressure? How will Musk counter this狙击 from his "死对头"? Will Friday's上市计划 face突遭变数? The answers will be revealed in the next 48 hours.
But regardless of the outcome,普通投资者 should remember one thing: All高估值狂欢脱离基本面最终回归均值. After the狂欢落幕, it is always the后进场的普通人 who承担所有风险.
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