Warren asks SEC to delay SpaceX IPO over governance

Sen. Elizabeth Warren sent a June 9 letter to SEC Chair Paul Atkins asking regulators to delay SpaceX’s planned initial public offering, which was set to price on Thursday and list as SPCX on Nasdaq on Friday.

Warren asked the SEC to take extra time to review the offering’s size and structure. SpaceX set a fixed price of $135 per share for 555.6 million shares, a sale intended to raise $75 billion and value the company near $1.77 trillion. Underwriters reported demand of roughly $150 billion before order books closed on Wednesday.

The letter identified concentrated voting power and disclosure gaps as primary investor risks. Elon Musk holds about 85% of shareholder voting power, and his shares are subject to lockups tied to the offering, limiting voting influence from other holders.

Warren urged SpaceX to remove mandatory arbitration clauses that would bar shareholders from bringing claims in court. She also requested fuller disclosure of how the company produced its valuation and clearer explanation of governance risks tied to concentrated control.

The letter asked the SEC to review how index mechanics and passive funds might route investor exposure to SpaceX automatically. Warren noted that SpaceX’s $4.28 billion net loss in the first quarter excludes the company from the S&P 500’s current profitability rules and limits immediate index inclusion.

The SEC has cleared SpaceX’s registration statement, which constrains formal options for blocking a scheduled debut. Warren wrote that “the massive size of the SpaceX IPO alone… would justify careful SEC review and attention to investor needs” and said additional factors in the offering exacerbate those concerns.

Warren has previously raised questions about undisclosed foreign investments in SpaceX. Orders from large Gulf sovereign wealth funds, including bids in the multibillion-dollar range from funds tied to Saudi Arabia, Kuwait and Qatar, were reported in the run-up to the offering.

If completed as planned, the sale would more than triple the proceeds of the largest prior U.S. listing and set a new benchmark for initial public offerings. Market participants will watch the stock’s opening and whether trading validates the near-$1.8 trillion valuation.