On June 14, 2026, The Wall Street Journal disclosed: SpaceX, regarded as one of the most closely watched large financing projects on Wall Street that year, is preparing to initiate an IPO with a scale of approximately $75 billion in the U.S. capital markets. However, what truly has investment banks on edge is not the fundraising amount but the underwriting agreement sent to regulators—total underwriting fees of about $500 million, corresponding to a rate of only about 0.7%, clearly below the traditional large IPO range of 1%–3%. Goldman Sachs and Morgan Stanley are listed in the most prominent "lead underwriter" positions, expected to take about 40% of the fees, approximately $100 million each, while Bank of America, Citigroup, and JPMorgan Chase are lined up behind them, each expected to receive about $75 million. Such a distribution structure must be fully disclosed in the prospectus to regulators and self-regulatory organizations, with the lead underwriters bearing critical legal responsibility for due diligence, information disclosure, and pricing processes. For Wall Street, this $500 million is not just a simple revenue figure but a game of rules: SpaceX uses lower fees to exchange for higher bargaining power and voice, and investment banks accept this price signal in the reality of “earning less but cannot be absent.” This low-fee example will serve as a benchmark for subsequent tech and crypto-related companies and will be examined by regulators and the market to determine whether it is a one-time exception or the beginning of a rewrite of the U.S. IPO underwriting fee rate curve.
The Battle for the Distribution of the $500 Million Cake
Looking at the total amount, this approximately $500 million underwriting fee is essentially a finely detailed power distribution down to one decimal place. Goldman Sachs and Morgan Stanley, as the lead underwriters, are expected to take about 40% of the fees, approximately $200 million, with each expecting about $100 million. Following them are Bank of America, Citigroup, and JPMorgan Chase, with each expected to receive around $75 million, collectively about $225 million, leaving less than $100 million to be shared by more banks participating in the underwriting. The hierarchy behind these numbers is clear: the lead underwriters are entitled to “organization and pricing fees,” holding decisive voice over the roadshow rhythm, issuance timing, and even the structure of the accounts; while the second-tier large banks may receive a significant portion, their roles are more about execution and placement, with a much smaller voice regarding the structure of the prospectus and disclosure, and the differences in fees are directly converted into disparities in bargaining power and control.
For these banks' own capital market business layouts and compliance resource allocation, this distribution structure also serves as a clear "resource investment guideline." For an expected income of approximately $100 million for the lead underwriters, they must be responsible for regulatory disclosures, which requires assembling the strongest internal due diligence and compliance teams—from submitting the prospectus to the regulatory body, to responding to self-regulatory organizations about the underwriting fee rates and structures. Each line must be equipped with legal and compliance personnel, making this money both profit and a “guarantee” covering high-intensity regulatory costs. Bank of America, Citigroup, and JPMorgan Chase, under the $75 million level of income, also bear significant legal responsibilities, but have limited dominance over pricing and structure. How to explain their risk preferences under limited returns will determine whether they will continue to pour compliance budgets into similar large tech and crypto-related IPOs; as for the later participating banks, they receive only symbolic fees but must adhere to the same disclosure and responsibility framework. Who is willing to continue bearing the same or even higher compliance and legal responsibilities under lower individual income will decide the reordering of the U.S. tech and crypto IPO underwriting landscape.
The 0.7% Rate and Investment Banks' Price Pressure
When SpaceX compressed the underwriting fee rate to about 0.7%, it effectively displayed its bargaining power to the entire Wall Street with a single IPO: in a market where typical large IPOs still habitually charge fees in the range of 1%–3%, the same issuance of about $75 billion is willing to pay only $500 million in total underwriting fees, meaning the negotiating chips of the issuer and the underwriting syndicate have flipped. The lead underwriters Goldman Sachs and Morgan Stanley expect to take about 40% of the fees, around $100 million each, while Bank of America, Citigroup, and JPMorgan Chase share most of the remaining space, leaving only a thin layer of “symbolic” income for the later participating banks. Yet, each of them in the U.S. capital market's underwriting landscape and reputation forces them to accept this quote below the usual range.
Under the framework of U.S. securities regulation and self-regulation rules, this kind of price pressure is not "offline tacit agreement," but a formal arrangement that must be written into the prospectus and fully disclosed to regulators: the structure of underwriting fees must be laid out in the documents and submitted for review by the U.S. Securities and Exchange Commission and self-regulatory organizations, which look for transparency in fees, whether they might distort sales motives, and not providing a safety net for any party's profit margin. For investment banks, a rate lowering to 0.7% does not imply that corresponding “discounts” can be applied to compliance obligations for due diligence, information disclosure, and issuance pricing—lead underwriters must still bear legal responsibilities for the quality of disclosures in the prospectus when organizing due diligence, coordinating disclosures, and leading pricing and placement, while later participants must also remain within the same line of responsibility. Thus, a realistic tension is presented: within the same responsibility framework, whether it is still worth taking on the same level of compliance and litigation risk with lower individual income will directly determine the future fee rate bottom line and willingness to participate of investment banks in similar large tech and crypto-related IPOs.
Division of Roles in the Underwriting Syndicate
In the SpaceX deal, Goldman Sachs and Morgan Stanley, as lead underwriters, have effectively outlined the clearest boundary of responsibility within the underwriting syndicate: who leads due diligence, who coordinates information disclosure, and who decides on pricing and placement. According to market convention in the U.S., lead underwriters must organize comprehensive checks on SpaceX's business, finances, and governance structure, bringing together lawyers, accountants, and company management, pressing all key information into the prospectus, and using this as a foundation to build the roadshow script and investor Q&A system. Important underwriting members like Bank of America, Citigroup, and JPMorgan Chase play more to their respective client network advantages in roadshows and placements, selling this low-fee but highly topical deal into various institutional accounts, while also conducting a second review of the disclosure materials provided by the lead underwriters, forming an internal "review loop."
This division of labor does not mean that the lead underwriters "work while others lounge and collect cash." In terms of legal responsibility, Goldman Sachs and Morgan Stanley must explain the reasonableness of the underwriting fees and structure to U.S. regulators and self-regulatory organizations, and bear primary responsibility for the quality of the prospectus disclosure: if the information disclosure is questioned as untrue or incomplete, the first point of regulatory accountability and potential litigation often falls on the lead underwriters' due diligence and pricing decision processes. Meanwhile, other members of the underwriting syndicate cannot simply consider themselves as "just distributing.” They jointly sign the underwriting agreement with the lead underwriters and share joint responsibility for the authenticity and completeness of the prospectus, and must internally record "having reasonably reviewed and agreed to adopt the lead underwriter's disclosure outcomes." It is under this structure of multi-bank endorsement that regulators are able to enforce multiple levels of information quality assurance during disclosure reviews and self-regulatory inspections, providing investors in this SpaceX IPO with a protection mechanism composed of role division, shared responsibilities, and mutual compliance verification.
The Demonstration Effect of Large Deals with Low Rates
When a deal aimed at raising approximately $75 billion, with total underwriting fees of about $500 million and a corresponding rate of approximately 0.7%, is placed on the table, it naturally becomes a "reference point" for later parties negotiating with investment banks. In the U.S., the structure of underwriting fees must be documented in the prospectus for regulatory and self-regulatory review, which means this "price list" from SpaceX will be repeatedly referenced by all tech and new economy companies preparing for IPOs. Future AI companies, platform-based internet enterprises, and even companies exposing on-chain businesses, when negotiating at the table under the same regulatory framework, will find it hard to completely accept the traditional unbargained range of 1%–3%, but will package the "super large scale + low rate" combination as their target conditions and demand investment banks to redistribute benefits between valuation, rates, and placement authority.
However, once the fee rate is pressed to 0.7%, investment banks' risk preferences and compliance inputs for high-risk industry projects may not simply replicate the SpaceX model. Lead underwriters must assume legal responsibility for disclosure quality in every U.S. IPO, and compliance costs will not be "exempted" from regulatory oversight due to lower rates. This will force them to select projects more carefully: large-scale targets like SpaceX, which are highly marketable and attract substantial attention, can dilute each dollar of compliance investment with scale; while AI and crypto-related companies, which are complex and subject to regulatory disputes, may be required to maintain higher fees, more protective clauses, or may even be filtered out by some investment banks. SpaceX sets a benchmark that states "large deals can buy low rates," rather than a universal rule that "all high-risk new economy companies can exchange low costs for the same level of compliance endorsement."
From SpaceX to Crypto Companies: A New Round of Bargaining
SpaceX, with a plan to raise approximately $75 billion and total underwriting fees of about $500 million, compressed the rate to about 0.7%, effectively lowering the traditional 1%–3% "industry standard" a notch and openly displaying the distribution method of this $500 million among Goldman Sachs, Morgan Stanley, Bank of America, Citigroup, and JPMorgan Chase on the market table. For Wall Street investment banks, this is not only a price concession but also a pressure test of the business model: under the premise of a compressed total amount, they must still complete due diligence, coordinate disclosures, lead pricing and placements, and assume legal responsibility for the quality of information disclosure, meaning they will have to reorder priorities in compliance resource allocation, project selection, and fee structures in the future. For subsequent large tech companies and crypto-related enterprises, this negotiation provides a clear reference— as long as the scale is sufficient and the bargaining power is strong enough, there is an opportunity to rewrite the power balance between issuers and investment banks in IPOs, direct listings, or other financing paths, keeping more revenue on the issuer side. However, regardless of how intense the negotiations may be, all changes to underwriting fees and structures within the U.S. securities regulatory framework still need to be fully disclosed in the prospectus and subjected to regulatory and self-regulatory review; the bottom lines of investor suitability, completeness of information disclosure, etc., have not been loosened. The real observation should be: after the low-rate case of SpaceX is ultimately validated by the market and regulators, which tech and crypto-related companies can replicate this path, and which will be blocked within the traditional fee rate range by higher risk premiums and stricter compliance requirements.
Join our community, let's discuss and become stronger together!
AiCoin Exclusive Hyperliquid Benefits: https://app.hyperliquid.xyz/join/AICOIN88
AiCoin Exclusive Aster Benefits: https://www.asterdex.com/zh-CN/referral/9C50e2
On-chain Telegram Community: https://t.me/AiCoinWhaleData
On-chain Community: https://www.aicoin.com/link/chat?cid=N6OVMor5g
AiCoin On-chain Twitter: https://x.com/aicoinwhaledata
免责声明：本文章仅代表作者个人观点，不代表本平台的立场和观点。本文章仅供信息分享，不构成对任何人的任何投资建议。用户与作者之间的任何争议，与本平台无关。如网页中刊载的文章或图片涉及侵权，请提供相关的权利证明和身份证明发送邮件到support@aicoin.com，本平台相关工作人员将会进行核查。
