SpaceX Filing Gives Musk Final Say on Tesla Merger Talks

A SpaceX regulatory filing indicates that Elon Musk will have the last word on any merger with Tesla, even though he has stepped back from the negotiations.

In its 10-Q dated October 22, SpaceX disclosed that a potential combination with Tesla "would be subject to further approval by our special committee, our board of directors and our controlling shareholder." Musk holds roughly 85% of SpaceX's voting power, which makes him that controlling shareholder.

Recusal, with caveats

Both companies formed special committees on October 20 to evaluate a proposed deal that analysts estimate could create a combined entity worth around $3.5 trillion. Musk recused himself from both committees and described the situation as "an odd kabuki dance where two groups of people are talking, and I can't be in the conversation."

Yet he has already weighed in publicly. Reuters reported that Musk's endorsement of the deal earlier this month created a "mess" for the independent process, with insiders saying it complicated the committees' ability to negotiate at arm's length. SpaceX's own investor disclosures have also flagged Musk's overlapping interests as a material risk.

What Tesla shareholders face

On the Tesla side, approval requires 50% of all outstanding shares, not a simple majority of votes cast. Musk himself called that "quite a high hurdle." A vote is expected at or near Tesla's December 3 annual meeting. REX Financial estimates the merged company would give Musk roughly 57% of combined voting power.

Critics point to Tesla's 2016 SolarCity acquisition, another conflicted transaction that cleared Delaware courts, as the closest governance precedent.

For investors, the filing underscores how much the deal's independence depends on process rather than structure: the committees can negotiate, but the final sign-off still rests with the person who stands to gain on both sides. How the committees handle that tension will likely shape both the terms and any legal challenge that follows.