Merger talks between SpaceX and Tesla are advancing, with an announcement possible as early as December. No terms have been signed, however, and completion could slip to 2027. With the companies valued at a combined roughly $3.5 trillion, a deal would rank among the largest corporate transactions ever. For shareholders, the key questions are the exchange ratio and whether Tesla investors receive a premium.
A 20% premium could give Tesla holders about 47%
Bank of America analyst Alexander Perry expects SpaceX could acquire Tesla using stock rather than cash. Based on share prices on October 20, a 20% premium for Tesla shareholders would leave them with about 47% of the combined company. A larger premium would reduce the ownership stake held by existing SpaceX shareholders.
At the time of publication, Tesla shares were priced at $393.65 and SpaceX shares at $140.33. Without a premium, one Tesla share would equate to roughly 2.8 SpaceX shares. Barclays estimates that Elon Musk could hold about 56% of the voting power in the combined company. These figures depend on the eventual deal structure and exchange terms; they are not agreed transaction terms.
Tesla’s voting rules could complicate approval
Musk controls more than 80% of SpaceX’s voting power. Tesla’s rules, by contrast, require support from a majority of all shares outstanding, with non-votes counted as votes against. In 2025, a non-binding Tesla proposal concerning an investment in Musk’s xAI received more votes in favor than against but failed after 473 million shares abstained.
Musk has also cautioned against treating a merger as a certainty. He said claims that a SpaceX-Tesla combination was already a done deal were overstated. Any transaction still depends on negotiations between the companies and conditions including a Tesla shareholder vote.
No merger proposal is on Tesla’s December 3 agenda
Tesla’s annual shareholder meeting is scheduled for December 3, but its voting agenda does not include a merger proposal. Shareholders will therefore not vote on the transaction at that meeting. Even if talks continue, the formal proposal, exchange ratio and voting arrangements have yet to be disclosed.
Regulatory review is another variable. Perry identified China as a key regulatory risk because about half of Tesla’s cars are produced there. Discussions around a potential deal have also touched on changes in the US political environment, but no merger agreement or final approval plan has been announced. Current ownership estimates are based on specific share prices and premium assumptions; the outcome will depend on final terms and the progress of any required reviews.