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Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

June 9, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mitchell Austin

 Matthew Derby

 Lisa Etheredge

 Robert Littlepage

Re: Space Exploration Technologies Corp.

 Registration Statement on Form S-1

 Filed May 20, 2026, as amended

 File No. 333-296070

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Space Exploration Technologies Corp. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 10:00 a.m. New York City time on June 11, 2026 or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representatives of the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

Very truly yours,

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

BofA Securities, Inc.

Citigroup Global Markets, Inc.

J.P. Morgan Securities LLC

as representatives of the several underwriters

Goldman Sachs & Co. LLC

By:  /s/ Danielle Freeman

 Name: Danielle Freeman

 Title: Managing Director

Morgan Stanley & Co. LLC

By:  /s/ Rizvan Dhalla

 Name: Rizvan Dhalla

 Title: Managing Director

BofA Securities, Inc.

By:  /s/ Michael Liloia

 Name: Michael Liloia

 Title: Director

Citigroup Global Markets, Inc.

By:  /s/ Sameer Garg

 Name: Sameer Garg

 Title: Managing Director

J.P. Morgan Securities LLC

By:  /s/ Olivia Sem

 Name: Olivia Sem

 Title: Vice President

[Signature Page to Underwriters’ Acceleration Request Letter]

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June 9, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Attention:  Mitchell Austin

 Matthew Derby

 Lisa Etheredge

 Robert Littlepage

Re: Space Exploration Technologies Corp.

 Registration Statement on Form S-1 (File No. 333-296070)

Ladies and Gentlemen:

Space Exploration Technologies Corp., a Texas corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-296070) (the “Registration Statement”) be accelerated and that it be declared effective June 11, 2026 at 10:00 a.m., Eastern time, or as soon as practicable thereafter, unless we or our outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective at some other time.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Gibson, Dunn & Crutcher LLP, by calling Hillary Holmes at (346) 718-6602.

 Sincerely,

 Space Exploration Technologies Corp.

 By: /s/ Bret Johnsen

 Name: Bret Johnsen

 Title: Chief Financial Officer

cc: Courtney Zeppetella, Vice President, Corporate Controller, Space Exploration Technologies Corp.

 Michael Smith, Senior Director, Legal, Space Exploration Technologies Corp.

 Hillary Holmes, Gibson, Dunn & Crutcher LLP

 Harrison Tucker, Gibson, Dunn & Crutcher LLP

 Thomas Kim, Gibson, Dunn & Crutcher LLP

 Brian Lane, Gibson, Dunn & Crutcher LLP

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June 3, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mitchell Austin

 Matthew Derby

 Lisa Etheredge

 Robert Littlepage

Re: Space Exploration Technologies Corp.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed June 1, 2026

 File No. 333-296070

Ladies and Gentlemen:

On behalf of our client, Space Exploration Technologies Corp., a Texas corporation (the “Company”), this letter responds to the comments of the staff of the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) contained in your letter, dated June 2, 2026 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). The Staff’s comments are set forth below, followed by the corresponding responses from the Company. The page references in the Company’s responses correspond to the page numbers of Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”), which is being filed via EDGAR concurrently with this response.

U.S. Securities and Exchange Commission

June 3, 2026

Page 2

Registration Statement on Form S-1

Amendment No. 1 to Registration Statement on Form S-1

Risk Factors

Our bylaws place restrictions on the forum, venue and procedures for legal actions..., page 62

1.We note your responses to prior comments 3 and 4, as well as your responses to comments 8 and 18 of our letter dated May 19, 2026, and highlight your added disclosure that federal case law provides that claims under the federal securities laws may be litigated in state court. Your expectations concerning the proper forum, venue and procedures for a shareholder to bring a claim under the Exchange Act continue to remain unclear to us. Specifically, it remains unclear to us whether the Texas Business Court would have jurisdiction over Exchange Act claims. Please revise to clearly describe where and how you expect a shareholder to initiate an Exchange Act claim, including a discussion of any barriers or limitations to a shareholder initiating direct or derivative proceedings or class actions under the Exchange Act. To the extent you believe the Texas Business Court would have jurisdiction over Exchange Act claims, please revise to explicitly state this and provide us with your support for this conclusion.

Response:

The Company advises the Staff that the disclosure on page 63 of Amendment No. 2 has been revised to address the Staff's comment.

Capitalization, page 69

2.In light of the May 22, 2026 Spectrum Transfer Closing, please reflect any debt obligations associated with the Spectrum License Purchase Agreement within your capitalization table or advise us.

Response:

The Company advises the Staff that the disclosure on pages 69 and 70 of Amendment No. 2 has been revised to address the Staff's comment. The amount presented represents the total amount of the Company's contractual obligations under the Spectrum Credit Agreement that is reasonably estimable and probable as of the date of this filing, based on the Company's current assumed Spectrum Acquisition Closing date of November 30, 2027.

Management's Discussion and Analysis of Financial Condition and Results of Operations Comparison of the Years Ended December 31, 2025 and 2024, page 108

3.You disclose on page 110 that the increase in the provision for income taxes for the year ended December 31, 2025 was primarily due to the establishment of a valuation

U.S. Securities and Exchange Commission

June 3, 2026

Page 3

allowance in 2025 as a result of the enactment of the One Big Beautiful Bill Act. However, on page F-51, you attribute the establishment of the valuation allowance in 2025 to cumulative pretax losses and other negative evidence. Please revise as needed to clarify this inconsistency.

Response:

The Company advises the Staff that the disclosure on page 109 of Amendment No. 2 has been revised to address the Staff’s comment.

Material Cash Commitments, page 124

4.Please revise, if true, to clarify that the $11.1 billion in equity to be issued in connection with the EchoStar transaction will not be issued until the Spectrum Licenses are transferred from the Trust to the Company at the Spectrum Acquisition Closing. Please also revise to clarify the total amount of EchoStar debt payments you are obligated to make both over the next 12 months and in the aggregate.

Response:

The Company advises the Staff that the disclosure on pages 123 and 124 of Amendment No. 2 has been revised to address the Staff’s comment.

Unaudited Consolidated Financial Statements

Note 14 - Share-based Compensation, page F-88

5.We note your response to prior comment 9. Within the past six months, you completed one below-market secondary share issuance. Please tell us why the shares in this transaction were priced at less than half of the fair market value of shares issued in other secondary offerings (of higher and lower volume) that occurred in close proximity to the below-market offering. Please also explain how you considered the guidance in ASC 718 in determining that the issuance of such shares was not compensatory, or tell us what other guidance you applied in accounting for this issuance.

Response:

The Company advises the Staff that the particular transaction referenced in the comment was a rebalance transaction between two affiliated funds of the same investor, resulting in the transaction being priced at cost by the selling fund. No new shares were issued by the Company as a result of this transaction and no portion of the transaction was considered compensatory under ASC 718.

U.S. Securities and Exchange Commission

June 3, 2026

Page 4

Note 20 - Subsequent Events, page F-96

6.Based on your related party disclosures on pages 244 and F-93, it appears that xAI made purchases in excess of $250 million from Tesla during the month of April 2026. If true, please revise to disclose the nature of these related party purchases.

Response:

The Company advises the Staff that the disclosure on pages 243 and F-93 of Amendment No. 2 has been revised to address the Staff’s comment.

*     *     *     *

Should you have any questions concerning this letter, please do not hesitate to contact the undersigned at (346) 718-6602 or hholmes@gibsondunn.com.

Very truly yours,

/s/ Hillary H. Holmes

Hillary H. Holmes

GIBSON, DUNN & CRUTCHER LLP

cc: Bret Johnsen, Chief Financial Officer, Space Exploration Technologies Corp.

 Courtney Zeppetella, Vice President, Corporate Controller, Space Exploration Technologies Corp.

 Michael Smith, Senior Director, Legal, Space Exploration Technologies Corp.

 Harrison Tucker, Gibson, Dunn & Crutcher LLP

 Thomas Kim, Gibson, Dunn & Crutcher LLP

 Brian Lane, Gibson, Dunn & Crutcher LLP

June 2, 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 Registration Statement on Form S-1
Filed June 1, 2026
File No. 333-296070
Dear Elon Musk:
            We have reviewed your amended registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 29, 2026 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
Our bylaws place restrictions on the forum, venue and procedures for legal actions..., page 62
1. We note your responses to prior comments 3 and 4, as well as your responses to comments
8 and 18 of our letter dated May 19, 2026, and highlight your added disclosure that federal
case law provides that claims under the federal securities laws may be litigated in state
court. Your expectations concerning the proper forum, venue and procedures for a
shareholder to bring a claim under the Exchange Act continue to remain unclear to us.
Specifically, it remains unclear to us whether the Texas Business Court would have
jurisdiction over Exchange Act claims. Please revise to clearly describe where and how
you expect a shareholder to initiate an Exchange Act claim, including a discussion of any
barriers or limitations to a shareholder initiating direct or derivative proceedings or class
actions under the Exchange Act. To the extent you believe the Texas Business Court
would have jurisdiction over Exchange Act claims, please revise to explicitly state this and
provide us with your support for this conclusion.

June 2, 2026
Page 2
Capitalization, page 69
2. In light of the May 22, 2026 Spectrum Transfer Closing, please reflect any debt
obligations associated with the Spectrum License Purchase Agreement within your
capitalization table or advise us.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Years Ended December 31, 2025 and 2024, page 108
3. You disclose on page 110 that the increase in the provision for income taxes for the year
ended December 31, 2025 was primarily due to the establishment of a valuation allowance
in 2025 as a result of the enactment of the One Big Beautiful Bill Act. However, on page
F-51, you attribute the establishment of the valuation allowance in 2025 to cumulative
pretax losses and other negative evidence. Please revise as needed to clarify this
inconsistency.
Material Cash Commitments, page 124
4. Please revise, if true, to clarify that the $11.1 billion in equity to be issued in connection
with the EchoStar transaction will not be issued until the Spectrum Licenses are
transferred from the Trust to the Company at the Spectrum Acquisition Closing. Please
also revise to clarify the total amount of EchoStar debt payments you are obligated to
make both over the next 12 months and in the aggregate.
Unaudited Consolidated Financial Statements
Note 14 - Share-based Compensation, page F-88
5. We note your response to prior comment 9. Within the past six months, you completed
one below-market secondary share issuance. Please tell us why the shares in this
transaction were priced at less than half of the fair market value of shares issued in other
secondary offerings (of higher and lower volume) that occurred in close proximity to the
below-market offering. Please also explain how you considered the guidance in ASC 718
in determining that the issuance of such shares was not compensatory, or tell us what other
guidance you applied in accounting for this issuance.
Note 20 - Subsequent Events, page F-96
6. Based on your related party disclosures on pages 244 and F-93, it appears that xAI made
purchases in excess of $250 million from Tesla during the month of April 2026. If true,
please revise to disclose the nature of these related party purchases.

June 2, 2026
Page 3
            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

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June 1, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mitchell Austin

  Matthew Derby

  Lisa Etheredge

  Robert Littlepage

Re: Space Exploration Technologies Corp.

 Registration Statement on Form S-1

 Filed May 20, 2026

 File No. 333-296070

Ladies and Gentlemen:

On behalf of our client, Space Exploration Technologies Corp., a Texas corporation (the “Company”), this letter responds to the comments of the staff of the Securities and Exchange Commission Division of Corporation Finance (the “Staff”) contained in your letter, dated May 29, 2026 (the “Comment Letter”), regarding the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). The Staff’s comments are set forth below, followed by the corresponding responses from the Company. The page references in the Company’s responses correspond to the page numbers of Amendment No. 1 to Registration Statement on Form S-1 (“Amendment No. 1”), which is being filed via EDGAR concurrently with this response.

U.S. Securities and Exchange Commission

June 1, 2026

Page 2

Registration Statement on Form S-1

Prospectus Summary

Compute Services Agreements with Third Parties, page 13

1.We note the revisions made in response to prior comment 3, including that Anthropic will pay you $1.25 billion per month for access to compute capacity across COLOSSUS AND COLOSSUS II. Please tell us what consideration you gave to filing this agreement. See Item 601(b)(10) of Regulation S-K. Additionally, please revise here to quantify the amount of compute capacity provided to Anthropic pursuant to the agreement.

Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has carefully considered the requirements of Item 601(b)(10) of Regulation S-K in evaluating whether the Cloud Services Agreements with Anthropic are required to be filed as exhibits to the Registration Statement. The Company has disclosed certain terms of the Cloud Services Agreements to provide investors with additional context regarding the provision of the Company’s compute capacity to Anthropic. However, for purposes of Item 601(b)(10), the Company respectfully advises the Staff that the Cloud Services Agreements are not material contracts required to be filed as exhibits because they (i) were entered into in the ordinary course of the Company’s business and (ii) do not fall within any of the categories of ordinary-course contracts that Item 601(b)(10)(ii) requires to be filed.

Item 601(b)(10)(ii) provides that a contract that ordinarily accompanies the kind of business conducted by the Company and its subsidiaries will be deemed to have been made in the ordinary course of business. The Cloud Services Agreements represent customer arrangements for access to compute capacity, which is consistent with the Company’s ordinary-course commercial activities.

Item 601(b)(10)(ii) further provides that any such ordinary course contract need not be filed unless it falls within one of the categories specified in Item 601(b)(10)(ii)(A) through (D). The Company considered each of these categories and concluded as follows:

•the Cloud Services Agreements were not entered into with any person listed in Item 601(b)(10)(ii)(A);

U.S. Securities and Exchange Commission

June 1, 2026

Page 3

•the Cloud Services Agreements are not contracts upon which the Company’s business is substantially dependent within the meaning of Item 601(b)(10)(ii)(B). If the agreements were to be terminated, the Company believes the related compute capacity and revenue opportunity would easily be redeployed to other customers given the shortage of frontier AI compute capacity or alternatively could be utilized for the Company’s own compute initiatives, which is a reason why the Company negotiated for a termination provision that allows either party to terminate the agreements with 90 days’ notice. This termination right, which either party may exercise without adverse contractual consequences, is inconsistent with the substantial dependence requirement in Item 601(b)(10)(ii)(B);

•the Cloud Services Agreements do not relate to the acquisition or sale of property, plant or equipment as described in Item 601(b)(10)(ii)(C); and

•the Cloud Services Agreements are not material leases under Item 601(b)(10)(ii)(D).

Accordingly, based on the Company’s consideration of Item 601(b)(10) and the ordinary course nature of the Cloud Services Agreements, the Company respectfully submits that the agreements are not required to be filed as exhibits to the Registration Statement.

The Company also advises the Staff that it has revised the disclosure on pages 13 and 147 of Amendment No. 1 to quantify the amount of compute capacity provided to Anthropic pursuant to the Cloud Services Agreements.

Risk Factors

The TBOC and our charter include provisions that may limit shareholders’ ability…, page 60

2.This risk factor and the next note that shareholders seeking to institute or maintain derivative proceedings or submit shareholder proposals must own at least 3% of your outstanding voting shares. In order to provide additional material context to this requirement, please revise these risk factors to also disclose the total dollar value of 3% of your outstanding voting shares using the midpoint of the price range in this offering.

Response:

The Company advises the Staff that the disclosure on pages 61 and 62 of Amendment No. 1 has been revised to address the Staff’s comment.

U.S. Securities and Exchange Commission

June 1, 2026

Page 4

Our bylaws place restrictions on the forum, venue and procedures for legal actions…, page 61

3.We note the revisions made in response to prior comment 8 and re-issue this comment in part. In this regard, please revise your discussion of enforceability concerns to explicitly state that: (1) 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 (2) investors cannot be required to waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:

The Company advises the Staff that the disclosure on pages 62 and 63 of Amendment No. 1 has been revised to address the Staff’s comment.

4.Also, please further clarify the operation of your mandatory arbitration provision. In particular, please clarify what court would be a “court of competent jurisdiction” that would render a final and unappealable judgment resulting in the application of the arbitration provision. Also, clarify whether the mandatory arbitration provision applies if a court that does not have competent jurisdiction renders a final and unappealable judgment as to subject matter jurisdiction.

Response:

The Company advises the Staff that the disclosure on pages 62, 63 and 64 of Amendment No. 1 has been revised to address the Staff’s comment.

Capitalization, page 68

5.Please revise to more fully describe the adjustments made to arrive at the amounts shown in the pro forma column as of March 31, 2026. Adjustments that give effect to the preferred conversion, the Class C reclassification and the effectiveness of your charter should each be described separately.

Response:

The Company advises the Staff that the disclosure on page 70 of Amendment No. 1 has been revised to address the Staff’s comment.

U.S. Securities and Exchange Commission

June 1, 2026

Page 5

Management’s Discussion and Analysis of Financial Condition and Results of Operations Consumer and Enterprise Applications, page 84

6.We note your responses to prior comments 5 and 10, including your added disclosures that, as of March 31, 2026, 117 million of your 550 million MAUs had used Grok’s AI features, and your 6.3 million active paid subscribers were comprised of 4.4 million X Premium and Premium+ paid subscribers and 1.9 million SuperGrok, SuperGrok Heavy and SuperGrok Lite paid subscribers. We also note that you provide total MAUs as of December 31, 2025. Please revise to similarly disclose the other above-referenced metrics as of December 31, 2025 in order to provide further context.

Response:

The Company advises the Staff that the disclosure on pages 2, 85, 98, 134 and 145 of Amendment No. 1 has been revised to address the Staff’s comment. The Company further advises the Staff that SuperGrok Lite was only released in March 2026.

Executive Compensation

Long-Term Incentive Compensation, page 234

7.We note your disclosure that as part of your long-term incentive compensation, Mr. Musk was granted 1 billion performance-based restricted shares of Class B common stock on January 13, 2026. Please revise to clarify that Mr. Musk has full voting rights for all of these shares prior to vesting.

Response:

The Company advises the Staff that the disclosure on pages 13, 18, 236 and 237 of Amendment No. 1 has been revised to address the Staff’s comment.

Underwriting

Directed Share Program, page 268

8.You disclose that a directed share program will be available to certain employees and persons identified by your management, which may include parties with whom you have a business relationship and friends and family of management. Please revise to clarify whether management will select these individuals based on established criteria, and if so, describe the criteria. To the extent these individuals

U.S. Securities and Exchange Commission

June 1, 2026

Page 6

will be selected based on the discretion of management, please state this. Additionally, please revise your page 18 discussion of the directed share program to provide this disclosure or a cross-reference to it.

Response:

The Company advises the Staff that the disclosure on the prospectus cover page and pages 18 and 271 of Amendment No. 1 has been revised to address the Staff’s comment.

Unaudited Consolidated Financial Statements

Note 14 - Share-based Compensation, page F-88

9.We note the supplemental information you provided on May 28, 2026 in response to prior comment 52 from our letter dated April 24, 2026. Please tell us if any of the investors in your secondary offerings also have commercial relationships with the Company (e.g., a supplier or a customer relationship). If so, please explain how you considered the valuation of those equity transactions when accounting for the commercial transactions.

Response:

The Company advises the Staff that in the period analyzed in our response to prior comment 52, there is only one investor in the Company’s secondary offerings who has material commercial relationships with the Company, which is through its debt and Grok subscription arrangements. The Company advises that secondary offerings typically are transacted at the same price during the same period, and this was the case with the offerings in which this one investor participated. As such, the investors who did not have any commercial relationships with the Company transacted at the same arm’s-length negotiated prices as the investor who did. In the Company’s view, this demonstrates that these offerings are at fair value and that no portion of the equity transaction is consideration for the commercial transactions with such investor. In addition, the secondary offering with this investor represented $20 million, or approximately 2% of the total secondary offering occurring in the same period, and is considered to be an immaterial amount to the Company to impact the terms of the commercial arrangements. The investor’s ability to participate in the secondary offerings was not conditioned on or in consideration for such investor’s entering into the commercial arrangements with the Company.

*    *    *    *

U.S. Securities and Exchange Commission

June 1, 2026

Page 7

Should you have any questions concerning this letter, please do not hesitate to contact the undersigned at (346) 718-6602 or hholmes@gibsondunn.com.

Very truly yours,

/s/ Hillary H. Holmes

Hillary H. Holmes

GIBSON, DUNN & CRUTCHER LLP

cc: Bret Johnsen, Chief Financial Officer, Space Exploration Technologies Corp.

 Courtney Zeppetella, Vice President, Corporate Controller, Space Exploration Technologies Corp.

 Michael Smith, Senior Director, Legal, Space Exploration Technologies Corp.

 Harrison Tucker, Gibson, Dunn & Crutcher LLP

 Thomas Kim, Gibson, Dunn & Crutcher LLP

 Brian Lane, Gibson, Dunn & Crutcher LLP

May 29, 2026
Elon Musk
Chief Executive Officer
Space Exploration Technologies Corp.
1 Rocket Road
Starbase, Texas 78521
Re: Space Exploration Technologies Corp.
Registration Statement on Form S-1
Filed May 20, 2026
File No. 333-296070
Dear Elon Musk:
 We have reviewed your registration statement and have the following comments.
 Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 19, 2026 letter.
Registration Statement on Form S-1
Prospectus Summary
Compute Services Agreements with Third Parties, page 13
1. We note the revisions made in response to prior comment 3, including that Anthropic will
pay you $1.25 billion per month for access to compute capacity across COLOSSUS AND
COLOSSUS II. Please tell us what consideration you gave to filing this agreement. See
Item 601(b)(10) of Regulation S-K. Additionally, please revise here to quantify the
amount of compute capacity provided to Anthropic pursuant to the agreement.
Risk Factors
The TBOC and our charter include provisions that may limit shareholders’ ability…, page 60
This risk factor and the next note that shareholders seeking to institute or maintain
derivative proceedings or submit shareholder proposals must own at least 3% of your
outstanding voting shares. In order to provide additional material context to this
requirement, please revise these risk factors to also disclose the total dollar value of 3% of 2.

May 29, 2026
Page 2
your outstanding voting shares using the midpoint of the price range in this offering.
Our bylaws place restrictions on the forum, venue and procedures for legal actions…, page 61
3. We note the revisions made in response to prior comment 8 and re-issue this comment in
part. In this regard, please revise your discussion of enforceability concerns to explicitly
state that: (1) 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 (2) investors cannot be required to waive compliance with the
federal securities laws and the rules and regulations thereunder.
4. Also, please further clarify the operation of your mandatory arbitration provision. In
particular, please clarify what court would be a “court of competent jurisdiction” that
would render a final and unappealable judgment resulting in the application of the
arbitration provision. Also, clarify whether the mandatory arbitration provision applies if a
court that does not have competent jurisdiction renders a final and unappealable judgment
as to subject matter jurisdiction.
Capitalization, page 68
5. Please revise to more fully describe the adjustments made to arrive at the amounts
shown in the pro forma column as of March 31, 2026. Adjustments that give effect to the
preferred conversion, the Class C reclassification and the effectiveness of your charter
should each be described separately.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consumer and Enterprise Applications, page 84
6. We note your responses to prior comments 5 and 10, including your added disclosures
that, as of March 31, 2026, 117 million of your 550 million MAUs had used Grok's AI
features, and your 6.3 million active paid subscribers were comprised of 4.4 million X
Premium and Premium+ paid subscribers and 1.9 million SuperGrok, SuperGrok Heavy
and SuperGrok Lite paid subscribers. We also note that you provide total MAUs as of
December 31, 2025. Please revise to similarly disclose the other above-referenced metrics
as of December 31, 2025 in order to provide further context.
Executive Compensation
Long-Term Incentive Compensation, page 234
7. We note your disclosure that as part of your long-term incentive compensation, Mr. Musk
was granted 1 billion performance-based restricted shares of Class B common stock on
January 13, 2026. Please revise to clarify that Mr. Musk has full voting rights for all of
these shares prior to vesting.

May 29, 2026
Page 3
Underwriting
Directed Share Program, page 268
8. You disclose that a directed share program will be available to certain employees and
persons identified by your management, which may include parties with whom you have a
business relationship and friends and family of management. Please revise to clarify
whether management will select these individuals based on established criteria, and if so,
describe the criteria. To the extent these individuals will be selected based on the
discretion of management, please state this. Additionally, please revise your page 18
discussion of the directed share program to provide this disclosure or a cross-reference to
it.
Unaudited Consolidated Financial Statements
Note 14 - Share-based Compensation, page F-88
9. We note the supplemental information you provided on May 28, 2026 in response to prior
comment 52 from our letter dated April 24, 2026. Please tell us if any of the investors in
your secondary offerings also have commercial relationships with the Company (e.g., a
supplier or a customer relationship). If so, please explain how you considered the
valuation of those equity transactions when accounting for the commercial transactions.
 We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
 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

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 Space Exploration Technologies - Response Letter May 20, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mitchell Austin Matthew Derby Lisa Etheredge Robert Littlepage Re: Space Exploration Technologies Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Confidentially Submitted May 7, 2026 CIK No. 0001181412 L adies and Gentlemen: On behalf of our client, Space Exploration Technologies Corp., a Texas corporation (the “ Company ”), this letter responds to the comments of the staff of the Securities and Exchange Commission Division of Corporation Finance (the “ Staff ”) contained in your letter, dated May 19, 2026 (the “ Comment Letter ”), regarding the above-referenced Amendment No. 1 to the Draft Registration Statement on Form S-1. The Staff’s comments are set forth below, followed by the corresponding responses from the Company. The page references in the Company’s responses correspond to the page numbers of the Registration Statement on Form S-1 (the “ Registration Statement ”), which is being filed via EDGAR concurrently with this response. U.S. Securities and Exchange Commission May 20, 2026 Page 2 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. Response : The Company advises the Staff that it believes the disclosure in the Registration Statement addresses known material events and uncertainties relating to the Company’s AI segment, and additional disclosure has been made on pages 12, 16, 53, and 54 of the Registration Statement, including by adding a risk factor addressing that the AI segment is recently formed, continues to be integrated and optimized, and is subject to significant execution, competitive and operational risks, and by adding disclosure regarding the Company’s compute services agreements strategy, which disclosure complements the existing disclosure regarding its coding collaboration. 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. Response : The Company advises the Staff that the definition of “MAU” on pages vi and vii of the Registration Statement has been revised to indicate that it only includes users who have 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 U.S. Securities and Exchange Commission May 20, 2026 Page 3 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. Response : The Company advises the Staff that the definitions of “Starship” and “orbital AI compute” on pages ix and vii, respectively, of the Registration Statement have been revised to include the statements referred to in the Staff’s comment. Additionally, the Company has revised page 3 of the Registration Statement to clarify that the Company expects to begin deploying its orbital AI compute satellites as early as 2028. 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. Response : The Company advises the Staff that the disclosure on pages 13 and 146 of the Registration Statement has been revised to address the Staff’s comment and to discuss the Company’s strategy with respect to cloud services agreements. 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+. U.S. Securities and Exchange Commission May 20, 2026 Page 4 Response : The Company advises the Staff that the disclosure on pages 2, 84, 133, and 144 of the Registration Statement has been revised to provide the subset of MAUs who have used Grok’s AI features, and that the disclosure on page 96 of the Registration Statement has been revised to provide the number of active paid subscribers for Grok subscription offerings and X subscription offerings. 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. Response : The Company advises the Staff that the disclosure on pages 6, 9, 153, 154, and 169 of the Registration Statement has been revised to address the Staff’s comment. 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. Response : The Company advises the Staff that the disclosure on page 13 of the Registration Statement has been revised to address the Staff’s comment. 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 U.S. Securities and Exchange Commission May 20, 2026 Page 5 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. Response : The Company advises the Staff that the disclosure in this risk factor on pages 61 and 62 of the Registration Statement has been revised to address the Staff’s comment. 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. Response : The Company advises the Staff that the disclosure in this risk factor on pages 61 and 62 of the Registration Statement has been revised to define “Other Dispute” and include a summary of the mandatory arbitration provision in the Company’s bylaws. 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. Response : The Company advises the Staff that the disclosure on pages 84 and 144 of the Registration Statement has been revised to remove the statement referenced in the Staff’s comment. U.S. Securities and Exchange Commission May 20, 2026 Page 6 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. Response : The Company advises the Staff that the disclosure on page 101 of the Registration Statement has been revised to clarify the potential impact of the fees related to the deferred services fee with Cursor on our AI segment R&D and SG&A expenses. 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. Response : The Company advises the Staff that the disclosure on pages 109 and 114 of the Registration Statement has been revised to provide further details on the underlying reasons for changes in the provision for (benefit from) income taxes for all periods presented. 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. Response : The Company has revised the disclosure on page 168 of the Registration Statement to provide that advertising rates on X are determined using an auction process where advertisers bid to have their ads shown to the audience they are targeting, except for certain reserved inventory, which is sold on a fixed price basis. Advertisers are provided several engagement metrics, U.S. Securities and Exchange Commission May 20, 2026 Page 7 including: the number of impressions, price per ad, clicks, and conversions.  The Company advises the Staff that the Company’s advertising rates are determined using a variety of inputs, the most significant of which is the use of an auction process; and the Company believes that Grok API access is not a material factor in determining 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. Response : The Company advises the Staff that the disclosure on pages 45, 46, and 167 of the Registration Statement has been revised to address the Staff’s comment. 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). Response : The Company advises the Staff that the disclosure on page 181 of the Registration Statement has been revised to address the Staff’s comment. U.S. Securities and Exchange Commission May 20, 2026 Page 8 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. Response : The Company advises the Staff that the disclosure on pages 207 and 225 of the Registration Statement has been revised to address the Staff’s comment. 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

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

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.

April 24, 2026
Page 2
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
Page 3
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.

April 24, 2026
Page 4
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
Page 5
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.

April 24, 2026
Page 6
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