A Tesla and SpaceX merger would give Tesla holders about 41%

SpaceX is worth about $2.07 trillion against Tesla's $1.45 trillion. At market prices with no premium Tesla holders would own roughly 41% of the combination, and Barclays flags broker non votes that count against.

Tesla shareholders would be the junior partners in a merger with SpaceX, and they would have to approve it. Barclays analysts led by Dan Levy told clients on Wednesday that a combination could be announced ahead of Tesla's annual meeting. They expect that meeting to be held on Dec. 6 at the latest, according to Bloomberg.

Barclays says a Tesla and SpaceX merger has "increasingly become the consensus expectation". The price is therefore not the hard part. SpaceX is the larger company, Tesla holders would own about 41% of it, and the shareholder vote is the main hurdle.

Barclays sees some financial synergies, but it locates the true value in vertical integration of the two companies' artificial intelligence technology.

Nothing has been filed. Tesla's latest 8Ks are on EDGAR, the SEC's filing database. They cover credit agreements on 29 September and its results release on 2 October. SpaceX's latest, on 14 August, reported the completed Cursor acquisition.

The note carries no share count, and the share count decides the split. At the 14 October close, Google Finance showed SpaceX at $152.16 a share. That is a market value of about $2.07 trillion.

Tesla stood at $367.16 a share and $1.45 trillion. SpaceX is 1.4 times its size and would be the surviving company. Both fell on the day, Tesla by 2.15% and SpaceX by 2.80%.

An exchange at market prices would give each Tesla share about 2.41 SpaceX shares. A holder of 100 Tesla shares would receive about 241. Tesla has 3.95 billion shares outstanding. That implies roughly 9.5 billion new SpaceX shares.

SpaceX had 13.2 billion shares at 28 July, according to its quarterly report. The 8K of 14 August shows 389 million more issued to Cursor holders and 2 million for vested units. That takes the count to about 13.6 billion.

Existing SpaceX holders would see their count rise by about 70%, because 9.5 billion new shares sit on 13.6 billion. Tesla holders would own about 41% of the combined company.

The premium is the lever. Each 10% paid to Tesla holders lifts their stake by about two percentage points, to roughly 44%.

The 41% equity share does not settle control. SpaceX Class A shares carry one vote and Class B shares ten. The class assigned to Tesla holders will determine how much of that equity becomes votes.

Bloomberg recalls that SpaceX weighed a Tesla merger in January before deciding to acquire xAI. The two companies already work together on the Terafab chip project.

Tesla holders would own less than half of a company in which Tesla supplies the profitable business. In the second quarter Tesla reported revenue of $28.2 billion and gross profit of $4.75 billion. SpaceX reported revenue of $7.8 billion and a net loss of $541 million.

SpaceX also lost $4.8 billion in the first half. Its revenue is up from $4.1 billion a year earlier, so the gap is closing from the SpaceX side, though not yet in profit.

The two companies are already tied together on paper. Tesla paid about $2.0 billion for SpaceX Class A shares on 12 March and carried the stake at $3.0 billion on 30 June. That value included a $238 million discount for lack of marketability, because the shares do not trade freely.

Tesla's quarterly report says it is presumed to have significant influence because its chief executive also leads SpaceX. In 2025 Tesla recorded $143.3 million of revenue from SpaceX and $430.1 million from xAI, mostly vehicles and Megapack batteries.

The flow runs both ways. SpaceX's filing shows it bought $295 million of Megapacks from Tesla in the second quarter alone. That is about 9% of Tesla's $3.14 billion of energy generation and storage revenue for the period.

Those purchases are the synergy visible today. Barclays has not quantified the larger gain it describes in chips, compute and energy. Tesla holders should receive a share of that gain through the exchange ratio, which is what a premium would pay for.

The two companies may continue to trade as one Musk led complex. A larger combined business still leaves the negotiation over each holder's share.

The common manager creates a governance issue. Tesla's own annual report amendment already lists SpaceX, xAI and X as related persons. That is the filing term for parties with close ties to insiders.

Terms for Tesla's minority need independent directors who negotiate only for Tesla holders. They also need an outside view on fairness and a vote that the minority can block. Tesla bought SolarCity in November 2016 while Musk chaired SolarCity, so its holders have seen a related party deal put to them before.

Barclays places the hurdle at the vote and expects both sets of shareholders to approve. At Tesla's 2025 annual meeting, broker non votes were 302 million shares, about 9% of those outstanding. Brokers cannot cast such votes without client instructions. Barclays says these are effectively counted as against and suspects Tesla will try to raise participation.

Musk's own shares help only so far. His trust held 413 million Tesla shares at the end of 2025, about 10.5% of those outstanding.

The calendar is tight. Barclays says the announcement could slip into late October or early November, which may make approval at the annual meeting harder. A separate negotiation with a minority approval condition takes time that a short timetable does not leave.

A signed agreement and a proxy filing would have to reach EDGAR within weeks for a vote on Dec. 6. Once early November passes with no merger agreement, registration statement or preliminary proxy filed by either company, the deal would need its own special meeting. That meeting would probably come after the annual meeting.