SpaceX filing signals possible Tesla deal and insider share carveout

SpaceX has added language to its amended IPO filing that Fortune says may point to a future deal involving Tesla. The filing also sets aside a slice of IPO shares for selected employees and people tied to executives, creating a potential multibillion-dollar allocation before the company’s planned market debut.

The new filing says SpaceX “may issue a significant amount of equity in connection with future transactions,” according to Fortune’s Shawn Tully. Tully reported that the language appears to hint at a possible purchase of Tesla, Elon Musk’s second-largest holding.

The filing does not state that SpaceX will buy Tesla. Fortune characterized the line as a clue to Musk’s possible plans, while also noting that issuing a large amount of equity could dilute existing shareholders.

Share allocation for insiders

SpaceX’s IPO paperwork also reserves 5% of the offering for “certain employees and persons” and for “friends and families of our executive officers,” according to Fortune. Those recipients would not face a lockup restriction, Fortune reported.

That makes the group different from Musk and senior executives, who Fortune said would be barred from selling for about a year. People receiving the reserved shares would be able to sell after SpaceX begins trading, according to the filing details cited by Fortune.

Fortune reported that SpaceX plans to sell 555.6 million shares at $135 each. That would raise roughly $75 billion in the offering, with 5% of the shares representing about $3.75 billion at the IPO price.

The allocation would give the eligible employees, friends and family members the right to buy shares at the insider price, Fortune reported. If those shares trade above the offering price after the debut, recipients could realize gains without waiting through the lockup that applies to Musk and top executives.

A record-size listing

Fortune separately reported that the planned sale price and share count would put SpaceX at a $1.77 trillion valuation. The company’s debut is expected in mid-June, according to Fortune.

The details place unusual attention on the mechanics of the offering, not just its size. The amended filing gives investors two questions to weigh: whether SpaceX is preparing for a large stock-funded transaction, and how the reserved-share program could benefit people close to the company’s leadership.

Morningstar has said SpaceX is overvalued by half and that investors may be better off waiting, according to a separate Fortune report. Bloomberg also reported that Jamie Dimon planned to pitch JPMorgan’s ultra-rich clients on the SpaceX IPO.

For now, the strongest public evidence remains the amended IPO language and the share-allocation terms described by Fortune. SpaceX has not disclosed a Tesla deal in the filing language cited by Fortune, and the reported carveout does not identify which friends or family members may receive shares.

This story draws on original reporting from Fortune.