RCS - Marex Financial - SpaceX Launch of UK Retail Offer
RNS Number : 1029HMarex Financial04 June 2026NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OR IN ANY OTHER TERRITORY WHERE TO DO SO WOULD BREACH APPLICABLE LAWS OR REGULATIONS. ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. NOT AN OFFER. COMMUNICATION INTENDED FOR UK TAX RESIDENT AND LOCATED INVESTORS ONLY.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) ("FSMA") AND HAS BEEN APPROVED BY MAREX FINANCIAL ("MAREX") FOR THE PURPOSES OF THE RETAIL OFFER IN THE UNITED KINGDOM THROUGH MAREX IN ITS CAPACITY AS OPERATOR OF A PUBLIC OFFER PLATFORM ON 4 JUNE 2026. MAREX IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FIRM REFERENCE NUMBER 442767). THIS FINANCIAL PROMOTION IS NOT, AND SHOULD NOT BE CONSTRUED AS, INVESTMENT, TAX OR LEGAL ADVICE.
This is not a prospectus nor an offer of securities for sale. This announcement is intended for release only in the United Kingdom and is not to be distributed into any other jurisdiction, including any jurisdiction where it would be unlawful.
Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in a disclosure summary published by Marex (the "Disclosure Summary") and the preliminary prospectus relating to SpaceX which forms part of SpaceX's Registration Statement on Form S-1 (Registration No. 333-296070) under the U.S. Securities Act of 1933, as amended ("Registration Statement", together with any supplementary prospectus, if relevant, the "U.S. Prospectus"), including the risk factors set out therein, published by Space Exploration Technologies Corp. (the "Company" and, together with its subsidiaries, the "Group" or "SpaceX") in connection with the offer of shares of Class A common stock in the Company (the "Shares") and admission of such Shares to trading on Nasdaq and Nasdaq Texas. A copy of the U.S. Prospectus published by the Company and the Disclosure Summary published by Marex are available at www.winterflood.com/wrap/ipo/spacex, subject to certain access restrictions.
4 June 2026
Space Exploration Technologies Corp.
Launch of UK Retail Offer
Following the filing of the Registration Statement and the publication of the U.S. Prospectus by the Company and the publication by Marex of the Disclosure Summary for UK retail investors, Marex is pleased to announce the launch of a public offer of Shares ("Retail Offer") to retail investors who are tax resident and located in the United Kingdom ("UK retail investors") via a public offer platform ("POP") operated by Marex in accordance with the rules of the UK Financial Conduct Authority ("FCA"). Marex is acting as a POP operator, an entity authorised by the Financial Conduct Authority to run an electronic system through which certain shares are offered to the public in the UK (the "POP Operator").
UK Retail Offer highlights
· SpaceX has launched a global offering of 555,555,555 Shares with a fixed price of USD 135 per Share for a base offering of USD 75 billion (the "Offer").
· The Retail Offer will be facilitated by Marex acting as POP Operator via the Winterflood Retail Access Platform (the "WRAP Platform").
· Marex has appointed a group of participating retail intermediaries ("Participating Intermediaries") to accept orders from UK retail investors. Only Participating Intermediaries can access the WRAP platform. There will be no direct offer from the Company to UK retail investors.
· UK retail investors wishing to participate in the Retail Offer will need to contact one of the Participating Intermediaries listed on Marex's website at www.winterflood.com/wrap/ipo/spacex.
· Some Participating Intermediaries will be accepting orders from UK retail investors in US Dollars and others will be accepting orders in GB Pounds. Applications for Shares through the Participating Intermediaries may be made from ISAs, SIPPs, Trading Accounts, Junior ISAs and Junior SIPPs. UK retail investors should consult their Participating Intermediary for further details.
· The Retail Offer is open to individuals tax resident and located in the UK.
· Participating Intermediaries have made the U.S. Prospectus and Disclosure Summary available on their websites. You can also access these documents via Marex's website: www.winterflood.com/wrap/ipo/spacex.
· The deadline for Retail Offer applications is 10 June 2026. Each Participating Intermediary will set their own closing time.
Background on SpaceX
Founded in 2002, SpaceX is the only company building the integrated hardware and software infrastructure of the future across space, connectivity, and AI. They design, manufacture, launch, and operate products and services built on cutting-edge technologies, including the world's most advanced rockets and spacecraft.
SpaceX combines the most transformative and critical technologies in human history, including reusable rockets, a fully global internet service, satellite-to-mobile communications, a real-time information, entertainment and free speech platform, and a truth-seeking AI system designed to accelerate scientific discovery and augment human capabilities.
Space Exploration Technologies Corp. has applied to list its Shares on the Nasdaq and Nasdaq Texas under the symbol "SPCX".
The Retail Offer
The Retail Offer is being made on the basis outlined in the Disclosure Summary in conjunction with the terms and conditions of the relevant Participating Intermediary.
Further information on SpaceX and its business is set out in the U.S. Prospectus, which, along with the Disclosure Summary, is available at www.winterflood.com/wrap/ipo/spacex.
Expected Retail Offer Timetable
Launch of the Retail Offer
4 June 2026
Deadline for Retail Investors to apply
10 June 2026
Retail Offer results announcement
12 June 2026
Admission and commencement of unconditional dealings on Nasdaq and Nasdaq Texas
12 June 2026
All dates are indicative, referenced in BST and subject to change.
Accessing the Retail Offer
UK retail investors can apply to participate in the Retail Offer through one of the Participating Intermediaries listed on Marex's POP website at www.winterflood.com/wrap/ipo/spacex.
Eligibility for the Retail Offer
To be eligible to participate in the Retail Offer, applicants must be an individual located and tax resident in the UK and a client of a Participating Intermediary. UK retail investors wishing to subscribe for the Shares should contact one of the Participating Intermediaries listed on Marex's website at www.winterflood.com/wrap/ipo/spacex. Some Participating Intermediaries may only accept applications for Shares from existing clients.
UK retail investors will be advised of the minimum application amount applicable to their potential investment in the Retail Offer by their Participating Intermediary.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, tax or legal advice.
It should be noted that an application for Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Shares if they are in any doubt.
Investing carries risks and share prices can go up or down, so you could lose some or all of the money you invest.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Enquiries
Marex Financial
Joe Winkley
Sophia Bechev
William Broad
WRAP@winterflood.com
Important Notices
The contents of this announcement, which has been prepared by and is the sole responsibility of Marex Financial, have been approved by Marex Financial solely for the purposes of section 21(2)(b) of FSMA.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for release, publication or distribution in whole or in part, directly or indirectly, in or into any jurisdiction where such distribution would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute a prospectus or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or otherwise invest in, Shares to any person in any jurisdiction.
The Winterflood Retail Access Platform is a proprietary technology platform owned and operated by Marex Financial (registered address at 155 Bishopsgate, London EC2M 3TQ). Marex Financial ("Marex") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 442767).
Any subscription for or purchase of Shares in the Retail Offer should be made solely on the basis of information contained in the Disclosure Summary prepared by Marex Financial in its capacity as POP Operator and the U.S. Prospectus published by the Company in connection with the Offer. The U.S. Prospectus published by the Company and Disclosure Summary prepared by Marex Financial in its capacity as POP Operator are available at www.winterflood.com/wrap/ipo/spacex
A Registration Statement on Form S-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Copies of the U.S. Prospectus, when available, may be obtained for free by visiting EDGAR on the SEC's website at www.sec.gov. No offer to buy the securities can be accepted and no part of the purchase price can be received until the Registration Statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of the U.S. Prospectus. Any representation to the contrary is a criminal offence.
Whilst the U.S. Prospectus is referred to as a 'prospectus', neither the U.S. Prospectus nor the Disclosure Summary is a prospectus for the purposes of The Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") or the UK Financial Conduct Authority ("FCA") Handbook Admission to Trading on a Regulated Market Sourcebook (the "PRM Sourcebook"). Neither the U.S. Prospectus nor the Disclosure Summary has been approved by the FCA and the U.S. Prospectus and the Disclosure Summary may not contain the same information as would be included in a prospectus for the purposes of the POATRs or the PRM Sourcebook.
The securities of the Company will not be admitted to listing to the Official List of the FCA or admitted to trading on a regulated market or primary MTF (as such terms are defined in the POATRs) in the United Kingdom.
You should read the Disclosure Summary and the U.S. Prospectus before deciding to participate in the offer in order to fully understand the potential risks and rewards of investing in the shares being offered. If you are in any doubt about investing, contact an independent financial adviser.
No offer or invitation to purchase securities is being made by the Company in the United Kingdom and, to the fullest extent permitted by law, each of the Company and its directors, employees, agents and affiliates disclaim any liability or responsibility to actual or potential investors who invest in securities of the Company pursuant to the offer by Marex Financial made through its public offer platform.
The information contained in this announcement must only be transmitted to those who are tax resident and located in the United Kingdom and not be transmitted or otherwise sent to any person in the United States or any other territory where to do so would breach applicable laws or regulations.
None of the Company or Marex Financial accept any responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.
The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they read the Disclosure Summary and the U.S. Prospectus in full and fully understand and accept the risks which will be set out in the U.S. Prospectus and ensure that they fully understand and accept the potential risks associated with a decision to invest in Shares. This announcement shall not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to acquire, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "targets", "anticipates", "expects", "intends", "may", "will", "forecast", "would", "could", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, Marex Financial nor any member of the Company, nor any of such persons' respective affiliates or their respective directors, officers, employees, agents and/or advisers, nor any other person, accepts any responsibility for the accuracy of such forward-looking statements nor the assumptions underlying any of them nor the fairness of the opinions expressed in this announcement. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. Forward-looking statements may and often do differ materially from actual results. No representation or warranty is made that the outcomes express or implied by any forward-looking statement will come to pass or that any forecast results will be achieved. In addition, even if the outcomes expressed or implied in any forward-looking statement do come to pass, such outcomes may not be indicative of outcomes in subsequent periods. None of the Company, Marex or any other person undertakes any obligation to update, supplement, amend or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, for any reason except to the extent required by law. You are therefore cautioned not to place any undue reliance on forward-looking statements.
Nothing contained in this announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this announcement is intended to be, and nor shall any such statement be construed as, a profit forecast.
Neither the content of the Company's website, the POP website or any other website, nor the content of any website accessible from hyperlinks on the Company's website, the POP website or any other website, is incorporated into or forms part of this announcement. The Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than Nasdaq and Nasdaq Texas.
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