SecProbe.io

May 19, 2026
Elon Musk
Chief Executive Officer
Space Exploration Technologies Corp.
1 Rocket Road
Starbase, Texas 78521
Re: Space Exploration Technologies Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 7, 2026
CIK No. 0001181412
Dear Elon Musk:
 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
April 24, 2026 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1. Please ensure your disclosure summarizes any known material events and uncertainties
related to your AI segment, including material changes to strategy or corporate structure.
In this regard, we note that Mr. Musk recently stated that “xAI was not built right the first
time around, so is being rebuilt from the foundations up” and that “xAI will be dissolved
as a separate company, so it will just be SpaceXAI, the AI products from SpaceX.”
Additionally, we note news reports highlighting the departures of xAI co-founders and
other employees, decreases in downloads of the Grok app and Grok user activity, the
collaboration with Cursor and the agreement to provide Anthropic with access to all of
COLOSSUS’ compute capacity.

May 19, 2026
Page 2
Glossary of Terms, page iv
2. We note in the revised definition of MAU you provided in response to prior comment 2
that you identify and account for users who "may" access the applicable platforms. Please
further revise to clarify whether your definition of MAU includes users who have not
registered for an X or Grok account.
3. We note your responses to prior comments 8, 16 and 27 concerning Starship and orbital
AI compute, including your statements that Starship is the active testing and development
phase and expected to commence payload delivery to orbit in the second half of 2026 and
that you may potentially begin deploying orbital AI compute satellites in 2028. Please
revise your glossary definitions of Starship and orbital AI compute to also include the
above statements. Additionally, revise your prospectus summary discussion of AI orbital
compute on page 2 to clarify when you may potentially begin deploying AI compute
satellites.
Prospectus Summary, page 1
4. On page F-62, you disclose that you entered into a cloud services agreement with a third
party to provide access to COLOSSUS on May 3, 2026. Recent news articles reported that
the agreement is with Anthropic and it allows for Anthropic to use all of COLOSSUS'
compute capacity. Please consider adding a recent developments discussion in your
summary to describe this agreement in more detail. Additionally, where appropriate,
please revise to discuss the impacts of this agreement on your own AI models, such as
reduced computational resources available to support the training and inference demands
of your AI models.
Overview, page 1
5. Your response to prior comment 2 states that management does not use MAUs as a key
business metric to manage the AI business and that the MAU metric was included to
convey the size and engagement of your user base as you believe this is useful context for
investors in understanding your platform. Further, we note your added disclosure that you
track the subset of users who have used Grok's AI features. As we believe this information
would provide additional useful context for investors, please revise here to also disclose
the subset of MAUs who have used Grok's AI features. Additionally, you state on page 95
that you had 6.3 million active paid subscribers as of March 31, 2026. Please revise to
disclose the number of active paid subscribers for your Grok subscription offerings, such
as SuperGrok, SuperGrok Heavy, SuperGrok Lite, and those that subscribe to your X
subscription offerings, such as X Premium or Premium+.
Who We Are, page 4
6. Your response to prior comment 5 appears to indicate that anticipated timelines,
milestones and capital expenditures for your Terafab project have not yet been determined.
Please revise here to state this to provide material context to your existing disclosure.
Recent Developments: Collaboration with Cursor, page 12
7. Please revise to disclose here both the predetermined purchase price and combined fees
under the option and compute agreements.

May 19, 2026
Page 3
Risk Factors
Our bylaws place restrictions on the forum, venue and procedures for legal actions..., page 59
8. We note that your bylaws that will be effective upon the completion of this offering now
state that the Texas Business Court will be the exclusive forum for any action based on
federal securities laws. Accordingly, it appears that the exclusive forum provision is
intended to apply to actions arising under the Securities Act and Exchange Act. Please be
advised that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision is intended to
apply to Securities Act and Exchange Act claims, please revise your prospectus to state
that there is uncertainty as to whether a court would enforce such provision because of the
above and state that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder. To the extent you believe the exclusive forum
provision will not apply to Securities Act or Exchange Act claims, or any direct action to
enforce rights under the Exchange Act or Securities Act, please state this.
9. This risk factor discusses Other Disputes as well as various arbitration procedures. Please
revise to ensure you define Other Disputes upon first use and to include a summary of the
mandatory arbitration provision found in Section 10.2(b) of the bylaws that will be in
effect upon the completion of this offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consumer and Enterprise Applications, page 82
10. We note your response to prior comment 17 stating that management does not use any
metrics related to subscribers, conversion of users to subscribers or revenue per
subscriber/customer to manage the AI business. We also note your disclosure here that a
growing portion of your users are paying subscribers. Please revise to disclose a metric
that provides additional numerical context for the statement that your percentage of users
who are paying subscribers is growing.
Components of Results of Operations
AI, page 98
11. Please revise to clarify if the $8.5 billion deferred services fee to Cursor would be
recorded as a one-time AI segment expense regardless of whether you exercise the option
to acquire Cursor. Refer to Item 303(b)(2)(ii) of Regulation S-K.
Comparison of the Years Ended December 31, 2025 and 2024, page 105
12. We note your response to prior comment 20. For all periods presented, please revise to
address the underlying reasons for changes in your provision for (benefit from) income
taxes. For example, it is unclear why you recognized a substantial valuation allowance
during 2025 but released a partial valuation allowance against net deferred tax assets in
2024.

May 19, 2026
Page 4
Business
AI, page 165
13. We note your disclosure that you seek to grow X monetization and that your AI segment
has two sources of revenue, Advertising and AI Solutions and Infrastructure. To the extent
material to investors' understanding of the elements of your advertising revenue, please
revise to discuss any user engagement metrics or other data utilized by the company or
provided to potential advertisers to determine advertising rates or fees paid, including how
Grok API access is incorporated into those advertising rates.
Connectivity, page 170
14. We note your response to prior comment 28. We further note that your Gen2 service
"requires a license transfer, a constellation license, and spectrum usage approvals" and that
you expect to receive "applicable U.S. authorizations in the second or third quarter of
2026," while the EchoStar spectrum transaction is not expected to close until
approximately November 30, 2027. Please revise to clarify whether the Q2/Q3 2026
authorizations are sufficient to commence commercial Gen2 service in the United States.
In addition, revise to address the status of ITU coordination and timeline for your V2
Mobile satellite constellation, and its potential impact on your ability to operate the V2
Mobile constellation on your anticipated schedule. Finally, revise to address the regulatory
approval status for Starlink Mobile Gen1 and Gen2 services in the major markets or
regions you operate, including whether Gen2 applications have been filed, the expected
timeline for approval and whether any major market has denied or is likely to deny
authorization.
Our Solutions & Services, page 175
15. Please revise your disclosures on page 179 to explain that while your Falcon 9 boosters
may be qualified for up to 40 flights, you assume a maximum useful life of 25 flights for
depreciation purposes, based upon forecasted utilization. Please further explain, as you do
in your response to prior comment 40, the factors considered in determining forecasted
utilization (such as customer acceptance limits that prohibit the use of vehicles that have
flown more than a certain number of launches and the strategic shift to Starship).
Infrastructure and Facilities, page 199
16. We note your response to prior comment 42. Please revise your discussion on page 204
(and elsewhere as appropriate) to disclose how your lease arrangements with government
entities are different from typical commercial arrangements with respect to capital
improvements and the installation of real property that will continue to have benefits after
the end of the lease.
Certain Relationships and Related Person Transactions
Transactions with Valor Equity Partners and Affiliated Entities, page 241
17. On page F-62, you disclose that you entered into a five-year equipment lease agreement
with Valor for certain AI infrastructure hardware for total undiscounted lease payments of
$6,587 million. Please ensure you discuss this transaction here or advise.

May 19, 2026
Page 5
Description of Capital Stock
Exclusive Forum and Venue and Arbitration, Jury Trial Waiver, page 251
18. Section 10.2(a) of your bylaws states that certain disputes will be subject to mandatory
arbitration “[t]o the extent a court of competent jurisdiction determines in a final and
unappealable judgment that an Internal Dispute is not subject to the sole and exclusive
venue and forum or jurisdiction of the Business Court.” Please revise your prospectus to
describe how you expect this provision to work. Include a discussion of whether an
investor would have to first obtain such a judgment prior to proceeding to arbitration for
claims – such as Exchange Act claims – where federal law grants exclusive jurisdiction to
the federal courts.
19. We note the revisions made in response to prior comment 36. Section 10.2(g)(i) of your
bylaws states that “[i]f more than three claims arising from the same or similar conduct,
transaction, or occurrence are submitted to arbitration pursuant to this Section 10.2 within
any three-year period, all but the first-filed claim shall be stayed pending final resolution
of that first-filed claim.” Please revise your prospectus to describe how the final resolution
of the first-filed claim will impact the claims that were stayed. For example, clarify
whether the decision in the first-filed claim will then also apply to the stayed claims or
whether the stayed claims will then be allowed to proceed to their own separate arbitration
proceedings.
Audited Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-8
20. We note your response to prior comment 38 and your disclosure beginning on page F-56.
Please revise to disclose the amount of related party property, plant, and equipment
purchases on the face of your cash flow statements for all periods presented.
Note 2 - Summary of Significant Accounting Policies
Property, Plant, and Equipment, net, page F-13
21. Please revise your disclosure at the top of page F-14 to clarify that capitalized satellite
launch costs incurred by the Space segment include the value of consumed flight vehicle
hardware, consistent with your response to prior comment 41.
Note 3 - Revenue, page F-22
22. We note your response to prior comment 54. Please revise your disclosure on page F-22 to
clarify that enterprise & government revenues within the Connectivity segment include
revenues from Starlink Mobile service offerings.
Note 19 - Segments, page F-57
23. We note your response to prior comment 55 and your disclosure on page 90. You indicate
that the CODM receives and reviews segment forecasts, including forecasted capital
expenditures by segment. Further, you state that these forecasts comprise part of
the information used to assess overall performance and make resource allocation
decisions. Please refer to ASC 280-10-50-25(b) and revise your segment footnote to
disclose actual capital expenditures by segment for each period presented.

May 19, 2026
Page 6
Unaudited Consolidated Financial Statements
Note 6 - Intangible Assets and Goodwill, page F-73
24. We note your response to prior comment 49 in which you indicate that the AI segment has
two reporting units. As mentioned in comment 1 above, we also note recent statements
made by Mr. Musk and news reports about changes to the AI segment. To the extent that
one of the reporting units within the AI segment includes assets associated with the former
xAI business, please tell us how you considered the need to perform an interim goodwill
impairment assessment for that reporting unit as of March 31, 2026. Your response should
also tell us how you considered the need to perform impairment testing as of March 31,
2026 for any other long-lived assets and intangible assets associated with the former xAI
business. Refer to ASC 350-20-35-30, 350-40-35-1, and 360-10-35-21.
Note 20 - Subsequent Events, page F-96
25. Please revise to address the following:
•Disclose the material terms of your May 2026 cloud services agreement to provide
access to COLOSSUS, including material rights and obligations, contract duration,
contract value, and payment terms.
•Describe the material terms of your agreement for the purchase of gas turbines and
clarify the significance of this purchase to your business.
 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mitchell Austin at 202-551-3574 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Hillary H. Holmes