SecProbe.io

April 24, 2026
Elon Musk
Chief Executive Officer
Space Exploration Technologies Corp.
1 Rocket Road
Starbase, Texas 78521
Re: Space Exploration Technologies Corp.
Draft Registration Statement on Form S-1
Submitted March 30, 2026
CIK No. 0001181412
Dear Elon Musk:
 We have reviewed your draft registration statement and have the following comments.
 Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement and non-
public draft submissions on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Industry and Market Data, page iii
1. You disclose the sources of certain market and industry data included in the filing. Please
revise to also disclose the titles and dates of publication of the industry and market data
and whether you commissioned any of its preparation.
Prospectus Summary
Overview, page 1
You disclose that "[a]s of December 31, 2025, [y]our integrated AI platforms across
Grok and X supported over one billion accounts, including over 550 million MAUs and
generating approximately 350 million daily posts." Please revise to provide expanded
definitions of these terms here or elsewhere. Within this discussion, ensure you:
clarify whether these metrics include users of X who have not used, or separately
logged in to, Grok, and if so, tell us whether you separately track subsets of users •2.

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who have used Grok's AI features and those who have not;
•provide a more comprehensive definition of monthly active user (MAU) that defines
both "active" and the types of users that are counted;
•define "supported accounts," including whether it includes fake, spam, bot or other
similar types of accounts; and
•clarify whether daily posts include posts generated by users and posts generated by
AI.
Lastly, we note that MAUs is included as a Key Metric in one of your graphics. Please
tell us why you have not included this metric as a Key Business Metric in your MD&A.
3. You state that you have launched more than 80% of global mass to orbit each year since
2023. While we note your definition of "mass to orbit" on page vii, please revise here to
further define global mass to orbit.
4. On page 3, you disclose your revenue by segment and income (loss) from operations by
segment for 2025. Please revise to also disclose your consolidated revenue and loss from
operations for 2025.
Who We Are, page 4
5. On pages 6, 123, and elsewhere, you discuss TERAFAB, your announced chip
manufacturing initiative in partnership with Tesla. Recent news articles have noted that
you have also partnered with Intel on this project. To the extent material, please revise
your disclosures to discuss the material terms of Intel's partnership on this project. In
addition, to the extent known, include a discussion regarding the anticipated timeline for
development of your TERAFAB chip manufacturing initiative, including milestones and
anticipated capital expenditure required.
6. On page 5, you state you expect to deploy your next-generation V3 Starlink satellites in
the second half of 2026, and expect that a single Starship launch will be capable of
deploying up to 60 V3 Starlink satellites to LEO. Please revise to clarify whether you
expect Starship to be operational and capable of deploying these V3 Starlink satellites in
the second half of 2026. In addition, clarify whether V3 satellites can be deployed using
your currently operational rockets.
Our AI Compute Infrastructure Advantage and Growth Strategy, page 7
7. Here you discuss the importance of "cost per token" to your AI business and state that
you believe you can achieve the lowest cost per token in the future. Please revise to
clarify how your current "cost per token" compares to that of your competitors.
Additionally, tell us what consideration you gave to including "cost per token" as a key
business metric.
Risk Factors
Any failure or delay in the development of Starship at scale..., page 22
8. To provide more substance to the risk of failures in the Starship program, disclose the
number of failed launches since the inception of the Starship program.

April 24, 2026
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Our AI products, X platform, and Starlink services are subject to complex and evolving U.S. and
foreign laws..., page 24
9. You state that you are subject to contractual requirements imposed by app stores. Please
expand this risk factor to highlight that your apps could be removed from these app
stores if you fail to comply with contractual requirements, including those related to
appropriate content. Additionally, you state that "[r]egulatory requirements applicable to
online platforms and content moderation . . . and to AI systems could require us to
implement costly compliance measures." In an appropriate section of your filing, please
revise to describe any material content moderation measures you have taken or
safeguards you have implemented in response to regulatory requirements or otherwise.
Lastly, please consider splitting this risk factor into two separate risk factors: one
focusing on your AI products and X platform and the other focusing on your Starlink
services.
10. We note your disclosure that "[y]our social media and AI-related activities expose us to a
variety of risks related to harmful or illegal content, accuracy, misinformation and
deepfakes..." Please revise to specifically address the risks associated with your
uncensored versions of Grok, including "Spicy" Imagine Mode and "Unhinged" Voice
Mode, among any others that are available to consumers.
Our ability to scale our AI products..., page 30
11. You state here your AI products rely on GPUs and note that manufacturing and supply of
GPUs is limited to a small number of qualified suppliers. While we note your statement
that you "do not have long-term contracts with many of [y]our direct chip
suppliers," please revise here or elsewhere to summarize any material agreements you
have with chip suppliers, such as those that supply you with GPUs. In addition, consider
revising your risk factor to address any upstream supply chain limitations, such as a
limited number of advanced chip foundries and fabricators.
Our substantial level of indebtedness..., page 34
12. Please revise to disclose your total indebtedness as of the end of the most recent financial
period included in your filing.
Our services are subject to risks related to supplying services to the U.S. government..., page 37
13. Expand this risk factor to discuss your dependency upon revenues from the federal
government. Address any past material disruptions in services provided to the federal
government, such as Starlink outages due to malfunctions or those arising from
geopolitical pressures.
The TBOC and our charter include provisions that may limit..., page 52
14. We note that the Texas Business Organizations Code and your bylaws impose minimum
share ownership for derivative proceedings. Please revise to also discuss any material
enforceability concerns related to this minimum share ownership requirement for
derivative proceedings. Similarly, in your next risk factor on minimum share ownership
requirements for shareholders seeking to submit shareholder proposals, please discuss
any material enforceability concerns related to that provision.

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Our bylaws place restrictions on the forum, venue and procedures for legal actions..., page 53
15. We note that your bylaws will contain exclusive forum, jury trial waiver, mandatory
arbitration and other similar provisions. Please consider expanding your risk factor
disclosure to describe material risks relating to the potential increase in costs to bring a
claim, which could exceed the potential recovery.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 65
16. We note your stated goals involving Starship, orbital AI compute and lunar and
interplanetary industrialization. To provide investors proper context for these goals,
please provide a timeline for your goals, and where uncertainty restricts such a timeline,
make clear that the particular goal is currently aspirational.
Key Business Metrics, page 76
17. We note that your AI segment accounted for over 61% of your capital expenditures in
2025 and that you estimate it accounts for $26.5 trillion, or over 92%, of your total
addressable market. Also, you highlight that the performance of your AI segment
depends in part on your ability to increase revenue from your user base, such as through
the conversion of free users to paying subscribers. In light of the above, please tell us
whether your management uses any additional AI key business metrics to manage your
business. For example, tell us whether your management uses any metrics related to your
number of subscribers to your consumer AI products or your number of enterprise and
government AI customers, as well as any related metrics that track the conversion of
users to subscribers or the average revenue per subscriber or customer. For additional
guidance, consider SEC Release No. 33-10751.
18. You indicate that launches are a key measure of your operational scale, which in turn
supports your revenue growth. To provide investors with greater context to understand
the relationship between your launch metrics and revenue growth, please consider
revising to also separately disclose launch and mass to orbit metrics for internal Starlink
deployments, development tests, and customer launches for each period presented.
Components of Results of Operations, page 86
19. To help investors better understand your revenue trends over time, please revise to
disclose the typical term of your customer contracts for each material group of products
and services.
Comparison of the Years Ended December 31, 2025 and 2024, page 90
Please revise your MD&A throughout to provide greater context to investors about the
underlying reasons for changes in your consolidated and segment results of operations
for all periods presented. For example, in your discussion of AI segment revenue on
page 94, you attribute a $581 million increase in revenue to higher subscriber revenue,
advertising and platform services revenue but it is unclear how much each of those
streams contributed to the increase and what changed during 2025 to cause those
improvements. Similarly, on page 99, you attribute a $341 million decline in revenue to
 20.

April 24, 2026
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decreased advertising sales on X but do not disclose the factors that contributed to that
decline. Refer to Item 303(b)(2) of Regulation S-K.
Segment Results, page 92
21. Please revise your discussion of space segment results both here and on page 97 to
provide greater context to investors about the extent to which revenues were derived
from contracts recognized on a point in time basis as opposed to over time. Please also
revise to clarify the extent to which these trends are expected to continue. For example, if
a significant portion of 2025 revenues were attributed to a point in time contract that is
not expected to continue in fiscal 2026, please revise to ensure that your MD&A
addresses those trends. Refer to Item 303(b)(2)(ii) of Regulation S-K.
Liquidity and Capital Resources, page 102
22. Please revise your discussion of changes in cash flows beginning on page 104 to provide
investors with more insight regarding the underlying reasons for changes. When there are
multiple and/or offsetting factors contributing to the fluctuations, please revise to
describe each one in qualitative and quantitative terms. Refer to Item 303(b) of
Regulation S-K.
23. Here you discuss the financial covenants included in your debt agreements. Please revise
to disclose whether you were in compliance with these covenants as of the end of the
most recently completed financial period included in your filing.
Critical Accounting Estimates, page 105
24. Please enhance your disclosure to provide the quantitative information necessary to
understand both the estimation uncertainty and the impact that your critical accounting
estimates for revenue recognition have had or are reasonably likely to have on your
financial condition and results of operations. In doing so, discuss how much each
estimate and/or assumption has changed over a relevant period and the sensitivity of
reported amounts to the underlying methods, assumptions and estimates used. The
disclosures should supplement, not duplicate, the description of accounting policies or
other disclosures in the notes to the financial statements. Refer to Item 303(b)(3) of
Regulation S-K.
25. It appears that your accounting for property, plant, and equipment involves a number of
significant judgments, assumptions and estimates that could have a material impact on
your financial statements. Please tell us how you considered the need to provide critical
accounting estimate disclosures related to your property, plant, and equipment. Refer to
Item 303(b)(3) of Regulation S-K.
Business, page 109
We note your disclosure here and throughout the registration statement describing a
range of initiatives, including increased launch cadence with Starship and orbital AI
compute with associated power generation. Please revise where appropriate to address
the following:
Launch capacity and Starship development : You indicate Starship is the key enabler
of your long-term growth strategy and that the orbital AI compute program will •26.

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require thousands of launches per year and delivery of approximately one million
metric tons to orbit annually, which will require full Starship reusability and in-orbit
refueling. Please revise to address: (i) your anticipated schedule for reaching
commercial deployments of Starship and the milestones required to achieve the
required launch cadence; (ii) any known material challenges or uncertainties to
achieving these milestones, including orbital refueling; (iii) any known or expected
capital expenditures and other assumptions underlying your development of
Starship; and (iv) the material risks to the program if Starship does not achieve the
assumed capabilities.
•Orbital AI Power generation : Your disclosure describes a goal of deploying 100
gigawatts of power to orbit annually and references per-satellite solar power
generation figures. Please revise to disclose the: (i) assumed solar panel efficiency
and power-to-mass ratios underlying the 100-gigawatt annual deployment goal; (ii)
whether those assumptions require advances beyond currently available space-grade
solar technology; and (iii) any supply constraints for such space based solar panels.
In addition, discuss the total estimated solar collection area, total system mass, and
on-orbit assembly requirements associated with achieving the 100-gigawatt annual
deployment.
Our Unparallelled Launch Capabilities, page 117
27. Here and elsewhere you discuss your "mission success rate" for both your Falcon 9 and
Falcon Heavy launches. Please revise to define "mission success rate." Additionally, you
disclose that you have flown 11 Starship flight tests and appear to include all 11 flight
tests in your "Launches" key business metric in your MD&A. Please tell us whether you
track your "mission success rate" for these Starship test flights and, if so, please revise to
disclose this metric. Lastly, ensure your disclosures here are consistent with your MD&A
discussion.
Connectivity
Starlink Mobile, page 120
28. We note your disclosure that you have approximately 650 V1 Starlink mobile satellites
capable of light data, text messaging, and over-the-top voice services, that your n