Tea at Trianon: Why SpaceX's S-1 Is the Century's Most Important Corporate Document

John Wilson Croker on Marie-Antoinette

"We have followed the history of Marie Antoinette with the greatest diligence and scrupulosity. We have lived in those times. We have talked with some of her friends and some of her enemies; we have read, certainly not all, but hundreds of the libels written against her; and we have, in short, examined her life with– if we may be allowed to say so of ourselves– something of the accuracy of contemporaries, the diligence of inquirers, and the impartiality of historians, all combined; and we feel it our duty to declare, in as a solemn a manner as literature admits of, our well-matured opinion that every reproach against the morals of the queen was a gross calumny– that she was, as we have said, one of the purest of human beings."

~from History of the Guillotine by John Wilson Croker, 1844

Edmund Burke on Marie-Antoinette

"It is now sixteen or seventeen years since I saw the queen of France, then dauphiness, at Versailles; and surely there never lighted on this orb, which she hardly seemed to touch, a more delightful vision. I saw her just above the horizon, decorating and cheering the elevated sphere she had just begun to move in, glittering like a morning star full of life and splendor and joy. Oh, what a revolution....Little did I dream that I should have lived to see such disasters fall upon her, in a nation of gallant men, in a nation of men of honor and of cavaliers! I thought ten thousand swords must have leaped from their scabbards, to avenge even a look which threatened her with insult. But the age of chivalry is gone; that of sophisters, economists, and calculators has succeeded...."

~Edmund Burke, October 1790

Monday, May 25, 2026

Why SpaceX's S-1 Is the Century's Most Important Corporate Document

From Alexander Muse on Amuse on X:

Yesterday, Starship Flight 12 lifted 45 tons of payload to orbit, the largest single launch by mass since the Saturn V hauled Skylab in 1973. Two days earlier, SpaceX completed its S-1 registration statement with the SEC, the document that will govern the company once it begins trading under the ticker SPCX on Nasdaq and Nasdaq Texas. Most readers will treat these as separate stories, one a feat of engineering and the other a paperwork milestone. They are the same story. The S-1 is the corporate-law expression of what makes Starship possible, and what makes Boeing’s Starliner an embarrassment. I spent several hours reading the filing and the two exhibits containing Musk’s compensation awards, and I want to explain why every serious founder taking a company public over the next decade should study this document the way constitutional lawyers study the Federalist Papers.
Begin with the basic architecture. Before the IPO, SpaceX has three classes of common stock, but the structure investors will actually buy into is cleaner than that. As part of the offering, all of the existing Class C shares will be reclassified into Class A, leaving the public company with two classes of common stock. Class A carries 1 vote per share. Class B carries 10 votes per share. The economics across the classes are identical, meaning equal dividends, equal liquidation rights, and equivalent consideration in any sale or merger. Public investors are not subordinated economically, not by a penny. What they do not receive is the right to overrule the founder on strategic questions. The exact ownership and voting percentages are left blank in the S-1 pending final pricing, but press coverage of the filing has reported that Musk will hold somewhere around 93% of the Class B shares and approximately 85% of the total voting power after the offering. Class B holders, voting separately, are entitled under the S-1 to elect a majority of the board, which the charter sets at 51% rounded up. Class B shares automatically convert into Class A on any transfer outside a narrow set of permitted exceptions, which means the supervoting control is personal to Musk and cannot be auctioned to the highest bidder. This is the dual-class structure Larry Page defended in his 2004 Google founders’ letter, refined and hardened. (Read more.)