My current thoughts on the $TSLA $SPCX merger. This will probably change by tonight. All criticism welcome. Been researching non-stop over the past couple of days.
TLDR: My base case currently is an announcement at the Roadster demo because the incentives favor moving now. A $450 floor gets the deal signed. A fixed exchange ratio is what gets it voted through. Let me explain:
I believe that the merger is closer than most people are positioned for. If the Roadster demo carries the announcement, the calendar starts to make sense: an S-4 within weeks, several months of SEC review, a shareholder vote around March to May 2027, and regulatory work continuing through the rest of the year. Waiting another year means trying to close a trillion-dollar related-party transaction as the 2028 political cycle ramps up, with SpaceX's defense exposure and Tesla's China operations already guaranteeing intense scrutiny. There is also a real cost to remaining separate. Terafab and SpaceX's Megapack purchases from Tesla currently sit inside a related-party framework with the governance and disclosure that comes with it. One corporate structure removes much of that friction. When both companies are racing to build gigawatts of compute, every additional quarter of separation has a cost.
The $450 number is mostly arithmetic. At roughly $140 SPCX, a 3.2x exchange ratio implies about $448 per Tesla share and leaves legacy Tesla shareholders with roughly 49% of the combined share count. The 50% crossover is around $470, so $450 is close to the highest valuation that still leaves legacy SpaceX shareholders on the majority side of the combined company. That means the headline price probably cannot do all the persuading. The structure has to. What I am picturing is a fixed exchange ratio above a collar, with minimum-value protection below it, because a 3.2x ratio by itself cannot guarantee $450 if SPCX falls. Above the protected level, Tesla holders retain roughly 49% ownership and participate directly in SpaceX appreciation before closing. A fixed-dollar payout does the opposite. If SPCX rises 40%, their ownership falls to roughly 41%. If SPCX doubles, it falls to around 32%. The better SpaceX performs, the less of the combined company Tesla shareholders receive. That becomes extremely difficult to sell in a vote requiring a majority of shares outstanding, particularly when Musk cannot carry it alone and the 423.7M unearned shares under his 2025 award vote proportionally through an irrevocable proxy.
The real question, then, is not whether Tesla is valued at $1.75T or $2T on announcement day. It is what shareholders are actually voting to receive several months later. My view is that SpaceX materially outperforms over that window. Last quarter, revenue grew 92% to $7.81B, adjusted EBITDA rose 191%, contracted AI cloud sales reached $14.1B against a $47.5B backlog, Starlink passed 12M subscribers, and compute capacity reached 1.4GW on the way toward potentially roughly 10GW by the end of 2027. Much of that future capacity has not yet flowed through the financials. Tesla, meanwhile, is running negative free cash flow, is down roughly 24% YTD, and a robotaxi ramp that still needs to prove itself. I am extremely bullish on TSLA, but I strongly believe SpaceX will outperform over the next couple of years.
At a 3.2x ratio, SPCX at $175 implies roughly $560 per TSLA share and $200 implies about $640. But after announcement, SPCX increasingly trades as a claim on the expected combined company. At roughly 25.8B pro-forma shares, $200 SPCX implies a combined equity value around $5.2T. That is why the SpaceX outperformance thesis is load-bearing: the deal becomes meaningfully more attractive to Tesla shareholders only if SpaceX's growth drives a substantial rerating while the fixed ratio keeps their ownership percentage intact. I believe this is exactly what will happen.
Terms this favorable are possible because of where the votes sit. Musk held roughly 84%
Important numbers from Terafab announcement:
More than $16.8 billion — first-phase investment from SpaceX and Tesla.
3,000+ new jobs — expected to be created.
$30 million — Texas Enterprise Fund grant.
100 million square feet — planned Terafab size, around 9.3 million square meters.
10 million square feet — size listed for Tesla’s Giga Texas factory.
10× larger — Terafab compared with Giga Texas by the website’s stated floor areas.
More than 1 TW per year — targeted Terafab compute output.
1,000 GW / 1 trillion watts — equivalent to 1 TW.
0.5 TW — current annual U.S. consumption shown for comparison.
2× current U.S. consumption — Terafab’s targeted annual output.
More than 1 TW — projected combined chip demand from SpaceX and Tesla.
1 billion Optimus robots — long-term scale envisioned for robots doing the work.
10 million tons per year — targeted mass launched into orbit.
More than 1 TW of solar power — required for the orbital-compute vision.
Here are all the highlights from @SpaceX's Q2 2026 earnings report:
• Total revenue: $7.81B, up 92% YoY from $4.07B and up 66% QoQ from $4.69B.
• Net loss: $541M, improving by $467M YoY from a $1.008B loss.
• Loss from operations: $143M, improving from a $970M loss YoY and a $1.94B loss in Q1.
• Adjusted EBITDA: $3.53B, up 191% YoY from $1.214B and more than tripling from $1.127B in Q1.
• Total Capex: $18.3B, up from $10.1B in Q1 and $2.8B a year ago, largely driven by AI infrastructure investment.
• Space revenue: $962M, up 29% YoY and 55% QoQ; launch services contributed $648M and launch & development $314M.
• Space operating loss: $542M, versus a $369M loss YoY and $662M loss in Q1.
• Space Adjusted EBITDA: Loss of $205M, versus a $93M loss YoY and $351M loss in Q1.
• Space Capex: $1.174B, up from $946M YoY and $1.052B in Q1.
• Connectivity revenue: $4.29B, up 66% YoY and 32% QoQ; Consumer revenue was $2.48B (+44% YoY) and Enterprise & Government revenue was $1.8B (+108% YoY).
• Connectivity operating income: $1.65B, up 79% YoY from $923M and up from $1.18B in Q1.
• Connectivity Adjusted EBITDA: $2.597B, up 64% YoY from $1.583B and up from $2.08B in Q1.
• Connectivity Capex: $1.36B, up 21% YoY from $1.130B.
• Starlink subscribers: 12M, doubling YoY from 6M and increasing by 1.7M during Q2; ARPU remained $66/month.
• Starshield: Awarded more than $6B in multi-year U.S. government contracts, primarily from two major Space Force contracts.
• AI revenue: $2.56B, up 247% YoY and 213% QoQ; AI solutions & infrastructure revenue was $2.19B and advertising revenue was $367M.
• AI operating loss: $1.257B, improving 49% QoQ from a $2.46B loss and from a $1.524B loss YoY.
• AI Adjusted EBITDA: Positive $1.14B, versus a $609M loss in Q1 and $276M loss a year ago.
• AI Capex: $15.8B, more than doubling from $7.7B in Q1 and versus $749M a year ago.
• Cloud Services Agreements: Signed multiple agreements totaling $14.1B in contracted sales, generating $1.6B of incremental AI infrastructure revenue during Q2.
• Backlog: $47.5B at the end of Q2.
• Cash, cash equivalents & marketable securities: Approximately $100B at quarter-end ($93.5B cash + $6.48B marketable securities).
• Total assets: $192.7B, up from $92B at year-end 2025.
• Total debt & finance leases: Approximately $39.3B, consisting of $2.52B current and $36.8B long-term.
• Launches: SpaceX completed 38 launches in Q2 - 10 customer and 28 internal launches.
• Launches YTD: Reached 78 launches through June 30.
• Mass to orbit: Deployed 485 metric tons in Q2 and 1,041 metric tons YTD.
• Starlink constellation: Reached ~10,200 satellites in orbit as of June 30.
• Starlink coverage: Expanded to 167 countries as of June 30.
• Starlink aviation: Signed a major agreement with American Airlines and activated service on additional airlines including Southwest, Virgin Atlantic, Iberia and Aer Lingus.
• Starlink Mobile: Launched new international carrier partnerships with SoftBank, NTT Docomo and Spark NZ.
• Starshield: Awarded more than $6B in multi-year U.S. government contracts, primarily through two major Space Force contracts.
• Spectrum: Received FCC approval for the EchoStar license transfer, covering 65 MHz of U.S. spectrum and certain global Mobile Satellite Service spectrum licenses.
• AI compute: Expanded nameplate compute capacity to 1.4 GW, up from 1.0 GW in Q1 and 0.4 GW a year earlier.
I actually feel for Elon Musk. He’s solving real world full self driving, humanoid robots, world leading EVs, solar, battery technology, rocket technology, world wide internet, AI chips, tunnels, megapacks, supercharging, AI supercomputers, brain devices that help the paraplegics and more, world wide logistics and manufacturing, government fraud (DOGE), autonomy, satellite technology and world wide talent pool all at the same damn time.
Give the man some credit.
Q2 Shareholder Update → https://t.co/u0UcDOuMNa
Highlights
– Cybercab began production at Gigafactory Texas
– Tesla Semi remains on track for volume production this year at our new factory in Nevada
– Making continued progress with battery pack capacity expansion (the main limiting factor to near-term vehicle production volume increase)
– Megafactory Texas is nearing completion (start of production planned for this year)
– More customers are now opting to subscribe to FSD at the time of vehicle purchase!
– Robotaxi rollout continued in the US. Now live in 7 major metros
– Construction of Optimus at Fremont Factory began after decommissioning the Model S & X lines. Planned production later this year
From here, there remains much hard work as we aim to revolutionize transportation, energy and productivity through our leading real-world AI. Scaling will be non-linear and we are focused on long-term value creation.
We’ve never been more optimistic about the future.
Automotive
– Record deliveries in several markets: South Korea, Australia, Colombia, Japan, Taiwan, Thailand, Portugal, the Philippines, Chile, Slovenia & Lithuania
– We launched the Model YL in the US in July and have seen a positive response from customers
Energy generation and storage
– Record energy storage deployments in EMEA, supported by record deployments from Megafactory Shanghai, which continues to ramp production
– On track to begin production of Megapack 3 & Megablock this year at our new Megafactory Texas
– Powerwall 3P (three-phase) is now available in Germany and is designed to meet the power needs of German homes with a single unit
Robotics
– Installing the first-generation lines for Optimus at Fremont Factory, where we expect to start production soon
– The initial Optimus builds will be used in our Optimus Academy for training data collection and further functionality development
– Additionally, we continued site development at Gigafactory Texas with building construction now in full swing
AI Training Compute
– More than doubled our onsite compute in Texas (in terms of MW of compute) during the first half of 2026
– Cortex 2 supports the development of both vehicle and humanoid robot autonomy software & will ramp further over the rest of the year
Battery
– Ramping new battery & material factories, including vehicle pack capacity in Berlin, cathode material production and lithium refining in Texas and LFP cells in Nevada for our energy storage products
– Increasing production of 4680 cells to support ramping Cybercab & Tesla Semi plus increased production of Model Y
Other Supporting Infrastructure
– Added over 2,400 net new Supercharging stalls, growing the network by 17% year-over-year
AI Software
– Started rolling out FSD v14 lite to early-access customers in the US & South Korea with AI3 hardware
This software build distills the driving behavior from AI4’s v14 series into both the camera & compute configuration of AI3, bringing destination options & speed profiles. It also addresses challenging driving scenarios with improved proactive & reactive responsiveness
AI Inference Compute
– Making progress on construction & equipment procurement for our semiconductor fab in Austin
Automotive and Other Software
– Rolled out Summer Release:
Self-Driving stats are now available in the mobile app
Grok can make phone calls, search & play music, and adjust climate controls, among other things
Automatic Navigation expands beyond home & work to support any destination based on personal habits and schedule
Robotaxi
– Started production of Cybercab, our purpose-built autonomous EV designed to be the workhorse of our Robotaxi fleet
– Began offering employee rides in Cybercabs on our GFTX campus in July
– Preparing for expansion of our Robotaxi service to additional US metros: testing, permitting & first responder training
– Expanded unsupervised rides to the entire Austin metro area & launched unsupervised rides in Miami, Orlando & Tampa in July
FSD Supervised
– Record net new subscriptions in Q2
– Record FSD attach rates in North America, with over half of new deliveries including FSD subscriptions
– Received additional approvals in Lithuania, Estonia, Denmark & Belgium, with customers in these countries driving over 50 million kilometers (31 million miles) on FSD as of July
Banker: "Online payments? People will never trust the internet with their money!"
Elon: *builds PayPal*
Detroit exec: "Electric cars will never work. Gas is forever."
Elon: *builds Tesla*
NASA official: "Private companies can’t build rockets. Stick to software."
Elon: *builds SpaceX + reusable rockets*
Telecom CEO: "Satellite internet is a fantasy. Fiber is the only way."
Elon: *builds Starlink*
Neuroscientist: "Brain chips? Science fiction. Leave the mind alone."
Elon: *builds Neuralink*
City planner: "Tunnels under cities? Too expensive, impossible."
Elon: *builds The Boring Company*
Robotics professor: "Humanoid robots will never be practical."
Elon: *builds Optimus*
AI researcher: "AGI is decades away. Focus on narrow models."
Elon: *builds xAI*
Cloud exec: "Data centres in space? Ridiculous. Power and cooling alone make it impossible."
Elon: hold my beer...
هذا القط الجميل ذو الشعر المجعد ليس من صنع الذكاء الاصطناعي بل قط حقيقي ينتمي إلى واحدة من أندر سلالات القطط في العالم، وتُعرف علمياً وعالمياً باسم سلالة "سيلكيرك ريكس" (Selkirk Rex)، وتُصنف كسلالة طبيعية ناتجة عن طفرة جينية تلقائية، وتتميز بجسد قوي ممتلئ، ورأس مستدير، وفراء كثيف يأتي بدرجات تموج مختلفة منها القصير والطو��ل، وتعود جذور هذه السلالة إلى قطة مشردة عُثر عليها في مأوى للحيوانات في ولاية مونتانا بالولايات المتحدة الأمريكية، تبنتها مربية قطط محترفة تُدعى "جيري نيومان"، وقامت بتزويجها مع قط من سلالة "الفارسي الأسود" (Persian)، لتبدأ من هناك خطوط إنتاج السلالة رسمياً.
ظهرت هذه السلالة لأول مرة في عام 1987. واعترفت بها المنظمات العالمية الكبرى لرعاية السنوريات (مثل TICA وCFA) رسمياً في التسعينيات وبداية الألفية.
🐾
#باستيت
Elon Musk just said the one thing about America they made sure you’d never learn.
The one thing that should’ve made you proud, not ashamed.
Musk: “After World War 2, the US could have basically taken over the world and any country. Like we got nukes, nobody else got nukes. We don’t even have to lose soldiers. Which country do you want?”
One nation held a weapon no civilization had ever possessed.
Total monopoly on destruction. No rival. No consequence. No limit.
Every empire in history that held that kind of power did the only thing empires know how to do.
They took until there was nothing left to take.
America had a greater advantage than all of them combined.
And rebuilt the nations it just defeated.
Musk: “The United States actually helped rebuild countries. So it helped rebuild Europe, it helped rebuild Japan. This is very unusual behavior, almost unprecedented.”
Not almost unprecedented.
It had never happened. Not once in 5,000 years of recorded civilization.
The nation with the power to take everything chose to rebuild instead.
Enemies became allies. Rubble became economies. Surrender became partnership.
Germany went from ashes to the economic engine of Europe in a single generation.
Japan went from unconditional surrender to the third largest economy on earth.
Three years after the war, America was flying food into Berlin.
Into the capital of the country that just tried to end the free world.
That decision reshaped every economy, every alliance, and every trade route on the planet.
Billions of people lifted out of poverty over the next half century trace back to one moment. One nation choosing restraint over domination.
No other country in history can make that claim. Not one.
Musk: “There’s always like, well America’s done bad things. Well of course America’s done bad things, but one needs to look at the whole track record.”
Every nation on earth has blood in its history.
But the measure of a nation was never its worst chapter.
It’s what it does when nobody can stop it.
When nobody could stop America, it fed its enemies and rebuilt their cities.
You’re being told every day that this country is something to be ashamed of.
By people who have no idea what the world looks like without it.
Every free market. Every open border for trade. Every democracy that took root outside Europe stands in the shadow of that single decision.
The values that built this country didn’t just shape America.
They shaped the modern world.
AI is about to hand a small number of people a power advantage that makes nuclear monopoly look primitive.
1945 was the first test.
AI is the last.
That power is going to exist. The only question left is who holds it.
The most powerful thing America ever did wasn’t building the bomb.
It was having the power to take everything and choosing not to.
The people trying hardest to tear that story down have never built a single thing worth defending.
Herbert 非常赞的总结:Elon本周用实际行动告诉我们,Tesla已经进入“第二幕”。
特斯拉刚创下史上最佳Q2交付量(48万+辆),他却一条庆祝帖都没发。
相反,他连发两条重磅内容:亲自站在弗里蒙特工厂,拍下“Walking the Optimus production line”。那条曾经生产Model S/X的传奇产线,已被彻底改造成Optimus机器人生产线。S/X停产,就是为了给机器人让路。
Grok 4.5已在SpaceX和Tesla内部开启私有测试,基于1.5万亿参数V9模型,性能接近甚至超过Opus。新模型每月从零训练,由SpaceX发布。AI大脑已进入Tesla真实工厂和火箭团队手中。
软件(Grok)+硬件(Optimus)在同一工厂��成闭环。Tesla自研芯片优先供给机器人,xAI、SpaceX、Tesla形成资金、算力、制造的铁三角循环。这才是Elon真正关注的未来。华尔街盯着交付量欢呼或失望时,Elon早已把目光放在2026-2027年的机器人和Robotaxi上。
Michael Burry同期做空Tesla,认为AI是泡沫——同一周,一个人站在真实产线上,一个人盯着Excel。方向比数字更重要。
关注Optimus 3发布、弗里蒙特首台量产机器人、Grok每月迭代,才是真正该看的信号。
Tesla从来不是传统车企,它正在把自己变成机器人公司。
Elon把脚站在哪里,未来就走向哪里。
🇺🇸|!Cientos de barcos se alinearon perfectamente en el agua para formar una GIGANTESCA bandera de Estados Unidos… Visible desde el cielo.
Un espectáculo épico por los 250 años de América. ¡Orgullo americano puro!.🔥
Cathie Wood just explained why the establishment will never stop coming for Elon Musk.
And the reason is worse than they think.
Wood: “Tesla was an environmental move, which I think a lot of people attacking his cars… they’ve forgotten.”
They didn’t forget. You don’t forget thirty years of marching and petitioning and begging for the machine that saves the planet.
Someone built it. Forced every automaker on Earth to follow.
Then they turned on him the moment he delivered exactly what they asked for.
Not because he failed them. Because he made them unnecessary.
A solved problem is an existential threat to every institution built to solve it. Kills the funding. Kills the committee. Kills every career that exists to manage the crisis rather than end it.
Wood: “I think he’s the Thomas Edison of our age… he wants to do the right thing to transform the lot of most of humanity.”
Edison was hated too. By the people who sold candles. Every revolution looks like an attack to the people it makes obsolete.
Wood: “What we learn about material science and technologies… is going to help us here on Earth as well.”
SpaceX is not an escape. It is a forge. Build under the most brutal conditions in the solar system and every breakthrough comes home.
Most people at his level stop building and start protecting what they have.
Musk picks the hardest unsolved problem on Earth and runs straight at it.
That is not what terrifies them. What terrifies them is he does it without their funding, without their approval, without a single thing they can hold over his head.
A man you cannot buy is a man you cannot control. And a man you cannot control who keeps solving the problems you profit from is the most dangerous human alive.
They will spend their careers trying to tear him down.
Their grandchildren will live in the world he built anyway.