SpaceX is preparing what could be the largest IPO in history. Most eyes are on Elon Musk. But sitting behind him is a man who has followed him through every major venture for over two decades, and is about to become one of the 50 wealthiest people on earth because of it.
His name is Antonio Gracias. And his story around the SpaceX IPO is more complicated than it first looks.
Who is Antonio Gracias and How Did He Get So Close to Elon Musk?
Antonio Gracias is the founder, CEO, and chief investment officer of Valor Equity Partners, a private equity firm based in Chicago. He is 55 years old and grew up in Detroit.
He and Musk met through Silicon Valley connections around the turn of the century. The relationship deepened quickly. When Tesla was on the edge of bankruptcy in its early days, Gracias personally lent Musk $1 million. That kind of loyalty in a crisis is not forgotten.
Since then, the two have been inseparable by most accounts. Gracias was a groomsman at Kimbal Musk’s wedding. Their families have vacationed together, spent holidays together, and even traveled to David Copperfield’s private island in the Bahamas.
Professionally, Gracias has sat on the boards of Tesla, SpaceX, SolarCity, Neuralink, and The Boring Company. Valor Equity Partners was one of Tesla’s earliest institutional investors and has put money into nearly every company Musk has built. He even followed Musk into government, taking a role at the Department of Government Efficiency before resigning in July 2025 amid scrutiny over managing $2 billion in public pension assets while serving as a government employee.
How Much Could Antonio Gracias Make From the SpaceX IPO?
Gracias’ Valor entities collectively hold more than 500 million shares of SpaceX Class A stock. That represents roughly 7.3% of the company, making him the second-largest individual shareholder after Musk himself.
SpaceX is targeting a valuation of $1.75 trillion, according to reporting by Bloomberg and Reuters. At that number, Gracias’ stake works out to around $90 billion. If the valuation reaches $2 trillion, his stake climbs past $140 billion.
Either way, the IPO will place him among the 50 wealthiest people alive.
What is the $20 Billion Valor Deal and Why Is It Controversial?
This is where the story gets complicated.
SpaceX’s S-1 filing, the document a company files with regulators before going public — reveals three separate equipment lease agreements between an xAI subsidiary called CTC and Gracias’ Valor entities. xAI was Musk’s separate AI company until SpaceX absorbed it in February 2026.
- The first lease was signed in October 2025
- The second in January 2026
- The third in April 2026
Together, the three agreements obligate SpaceX to pay Valor close to $20 billion over their terms. The agreements cover AI infrastructure hardware, specifically the GPUs powering xAI’s data centres.
Crucially, SpaceX guarantees these payments. If the xAI subsidiary cannot cover them, SpaceX itself is liable. That guarantee is unusual. It suggests xAI could not secure this level of financing on its own credit. The S-1 shows xAI was carrying secured senior notes at a 12.5% interest rate, a rate typical of distressed borrowers struggling to access normal financing channels.
By the time SpaceX goes public, that liability transfers to public shareholders.
Payments already collected by Valor:
Period | Amount Collected |
Full year 2025 | ~$885 million |
First two months of 2026 | ~$857 million |
What Did SpaceX’s Auditor PwC Say About These Deals?
PwC refused to treat the arrangements as standard leases.
The structure was set up as a “sale-leaseback,” where CTC would sell the GPUs to Valor and then lease them back. For this to count as a genuine sale, Valor needed to obtain actual control of the hardware. PwC concluded that CTC retained effective control of the assets throughout, making Valor function more like a lender with the GPUs serving as collateral.
In plain terms: PwC decided these were loans disguised as leases. As a result, $9 billion now sits on SpaceX’s balance sheet as related-party debt, money owed to the firm of one of SpaceX’s own board members.
What Are Corporate Governance Experts Saying?
Nell Minow, chair of ValueEdge Advisors and a four-decade veteran of corporate governance, called the Valor leases “deeply troubling.” When asked where this deal ranks among related-party arrangements she has seen in her career, she said: “That’s to me, that’s the worst.”
The core concern is what is called an “arm’s-length transaction,” the standard test for whether a deal between insiders would hold up if the parties were strangers with no shared interest in favouring each other.
Robert Willens, an accounting and tax expert at Columbia Business School, pointed to a specific omission. SpaceX’s S-1 includes language in its Tesla-related disclosures promising terms are “no less favourable” than what an unaffiliated party would receive. That language does not appear in the Valor section.
Willens said this omission matters: if the Valor terms are not arm’s-length, the lease payments could function as a “disguised dividend,” money flowing to Gracias not because the GPU rates are fair market value, but because he is a powerful insider. The S-1 also does not disclose whether Gracias recused himself from board approval of any of the three deals. Both experts called that omission notable for a $20 billion related-party transaction.
What Does This Mean for Everyday Investors?
SpaceX is listing on Nasdaq. In March 2026, Nasdaq rolled out a new “Fast Entry” rule allowing large IPOs to join the Nasdaq 100 after just 15 trading days, down from the typical window of three months to a year. Reuters reported that fast index inclusion was a condition of SpaceX’s Nasdaq listing.
For comparison: Facebook waited seven months after its IPO before joining the index. Airbnb waited a year. Tesla waited three months.
The practical consequence is that every fund tracking the Nasdaq 100, including the $385 billion Invesco QQQ and trillions of dollars in other ETFs and retirement accounts, will be required to buy SpaceX stock within weeks of its listing, regardless of price or governance concerns. Goldman Sachs analysts estimate this rule change could trigger up to $60 billion in forced buying across the Nasdaq 100 ecosystem.
SpaceX will also operate as a “controlled company” under Nasdaq rules, exempt from requirements that a majority of its board be independent. Musk can only be removed from his leadership roles by holders of Class B stock, the majority of which he controls. The company reincorporated in Texas in 2024 after Musk lobbied state legislators to weaken shareholder protections. Shareholder disputes are now subject to mandatory arbitration.
In short: millions of Americans will own SpaceX stock through their retirement funds whether they choose to or not, in a company structured to limit the independent oversight those shareholders would normally expect.
Key Facts at a Glance
- Antonio Gracias holds ~7.3% of SpaceX through Valor entities, over 500 million Class A shares.
- At a $1.75T valuation, his stake is worth ~$90 billion; at $2T, it exceeds $140 billion.
- Three lease deals between Valor and SpaceX’s xAI subsidiary total close to $20 billion.
- SpaceX guarantees those payments, liability now sits on the public company’s balance sheet.
- PwC reclassified the deals as loans, not leases, $9 billion recorded as related-party debt.
- Two senior governance experts called the arrangement among the most concerning they have seen.
- Goldman Sachs estimates up to $60 billion in forced ETF buying once SpaceX joins the Nasdaq 100.
