SpaceX: Pre IPO Briefing Note
Given the materiality of the SpaceX position within the Scottish Mortgage portfolio, and in light of recent speculation and uncertainty surrounding a potential SpaceX IPO, this communication aims to provide shareholders with greater clarity and transparency.
As with any investment, your capital is at risk.
Updated Communication
SpaceX S-1 Disclosed Lock-Up Restrictions
22 May 2026
Key points
- The SpaceX Preliminary Prospectus (S-1) was officially filed with the SEC on May 20th 2026, which included information on the terms of the lock-up restrictions.
- It will be a staggered, tiered system rather than a simple 180-day (six month) hard lock-up.
- The S-1 laid out a series of release dates tied to both earnings milestones and fixed time intervals that allow most pre-existing shareholders to sell portions of their stock before the standard 180-day window closes.
Earnings Release Based Tranches
Some shares will be released when SpaceX announces its quarterly results for the first time as a listed company. The first release includes an additional unlock if the share price is performing well.
- Q2 2026 results (est. August/September 2026): pre-existing shareholders can sell up to 20 percent of their locked-up shares – or 30 percent (an additional 10 percent) if the stock is at least 30 percent above the IPO price at that point.
- Q3 2026 results (est. October/November 2026): a further 28 percent is released, regardless of the share price.
Time Based Tranches
- Shares are also released in five time-based instalments – at 70, 90, 105, 120 and 135 days after the IPO – with 7 percent unlocking at each stage, regardless of how the stock is performing.
Full Release
- Any shares still locked up after the above releases will be fully freed at the 6-month mark – day 180, expected around mid to late December 2026.
Disclaimer
- Please note that the finalised lock-up restrictions may differ from the above summary of the draft information provided in the Preliminary Prospectus (S-1).
Original Communication
12 May 2026
Key points
Current Valuation:
- As of 31st March 2026, we are holding SpaceX at a valuation of $1.25tn. The position was marked up during Q1 2026 as we saw the secondary market recalibrate and rebase to the merged valuation of SpaceX/xAI.
- Our current carrying value for SpaceX sits below the $1.75tn figure reported in the press – this is deliberate. Baillie Gifford Valuations Team, along with our independent third-party provider S&P Global, values private holdings based on verifiable transactions, not press speculation.
IPO Lockup:
- Regarding our lock-up terms, we do not yet know what restrictions will apply to existing shareholders post-listing, how long any lock-up period will last, or whether Scottish Mortgage will be subject to the same terms as other pre-IPO investors.
What Has Been Reported?
According to Media Reports:
SpaceX lodged a confidential draft registration statement with the SEC on 1st April 2026, with the filing confirmed across multiple major outlets (Bloomberg, Reuters, CNBC).
The company is said to be targeting a valuation of approximately $1.75tn and aiming to raise between $50-75bn, which would make it the largest IPO in history – more than three times the size of Alibaba's 2014 offering.
A listing around June 2026 has been widely cited, though no date has been confirmed by the company.
What We Don't Know
The confidential nature of the filing means there is not much we can yet say with confidence.
The full S-1 prospectus, expected in May or June, will be the first time the audited financials will be publicly available, the precise use of proceeds, and the detailed terms of the offering.
Until then, the $1.75tn valuation and potential raise figure circulating in the press are based on speculation and unverifiable reporting and should be treated accordingly.
On lock-up terms specifically, we do not yet know:
- What restrictions will apply to existing shareholders post-listing
- How long any lock-up period will last
- Whether Scottish Mortgage will be subject to the same terms as other pre-IPO investors – differentiated lock-up schedules are common.
Based on our experience with other private companies that have listed, a lock-up of around six months post-listing is typical, though terms may vary.
This matters because the conversion of our SpaceX position from a private holding to a listed security will change how it is valued in our NAV on a daily basis – and any lock-up period would affect our ability to manage position size in response to price movements after listing.
The mechanics of when and how we can transact, and at what scale, remain unknown until the prospectus and any accompanying shareholder agreements are published.
What Happens Next
Our investment teams have been meeting with SpaceX management directly in recent weeks. The disclosure of the S-1 prospectus will be the next major milestone, which will include the full terms of the offering, including lock-up arrangements for existing shareholders. A public listing is rumoured to be targeting June 2026, though this remains subject to market conditions.
Once listed, our holding converts from a private asset to a publicly traded security marked to market daily, which will introduce more visible movement into our NAV.
Our approach to managing the position will be consistent with how we have always operated. We will continue to assess concentration and portfolio construction as we would with any listed holding.
We will share more as lock-up details and prospectus terms become clear.
Scottish Mortgage: Useful Information (Data as of 31 March 2026)
Key facts:
- Scottish Mortgage first invested in December 2018, deploying capital until August 2021. Total amount we have invested into SpaceX is GBP £151m (USD c$200m at time of purchase). There has been no additional capital deployed in the last five years.
- The fair value of that stake as at 31 March 2026 was GBP £2.98bn (USD $3.94bn) – a c19.7x increase1. This equates to a 19.3 percent position in the portfolio. Our overall private company exposure at this date was 41.6 percent.
- Evolution of the holding size in the portfolio is illustrated in the graph below, with calendar year end weights highlighted.
SpaceX Position Over Time (December 2018 to March 2026)
Portfolio figure % are at year-end weight
Attribution
In terms of contribution to returns, SpaceX is our biggest contributor to returns over 1, 3 and 5 years. Over 10 years, it is the 5th biggest contributor.
1. Calculated as the total fair value of the stake (realised + unrealised value) divided by the invested capital.
Scottish Mortgage
Annual past performance to 31 March each year (%)
|
|
2022 |
2023 |
2024 |
2025 |
2026 |
|
Share Price |
-9.5 | -33.5 | 32.5 | 6.0 | 26.8 |
|
NAV* |
-13.1 | -17.8 | 11.5 | 11.2 | 27.4 |
|
Benchmark** |
12.8 | -0.9 | 21.0 | 5.5 | 18.0 |
Performance figures appear in GBP, total return. NAV is calculated with borrowings deducted at fair value. *NAV = Net Asset Value. **FTSE All World Index (GBP) TR. Performance source: Morningstar and FTSE.
Past performance is not a guide to future returns.
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Australia
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Belgium
The Company has not been and will not be registered with the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Autorité des services et marchés financiers) (the FSMA) as a public foreign alternative collective investment scheme under Article 259 of the Belgian Law of 19 April 2014 on alternative collective investment institutions and their managers (the Law of 19 April 2014). The shares in the Company will be marketed in Belgium to professional investors within the meaning the Law of 19 April 2014 only. Any offering material relating to the offering has not been, and will not be, approved by the FSMA pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, this offering as well as any documents and materials relating to the offering may not be advertised, offered or distributed in any other way, directly or indirectly, to any other person located and/or resident in Belgium other than to professional investors within the meaning the Law of 19 April 2014 and in circumstances which do not constitute an offer to the public pursuant to the Law of 19 April 2014. The shares offered by the Company shall not, whether directly or indirectly, be marketed, offered, sold, transferred or delivered in Belgium to any individual or legal entity other than to professional investors within the meaning the Law of 19 April 2014 or than to investors having a minimum investment of at least EUR 250,000 per investor.
Germany
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