23 years ago, we set out to prove that electric cars could be great – not just great electric cars, but the best cars overall.
We’ve gone from one electric sports car to
– Over 9 million vehicles on the road
– Model Y becoming the world’s best-selling car of any kind only 3 years after first deliveries
– 5 Gigafactories & other manufacturing sites across 3 continents
– The largest & most reliable fast charging network w/ over 80,000 Superchargers globally
– Energy generation & storage systems helping power homes & grids (over 1 million Powerwalls installed, 70+ GWh of industrial energy storage operating globally across 2,200+ projects)
Today, we’re bringing AI into the real world with autonomy @Tesla_AI and robotics @Tesla_Optimus.
Tesla is only getting started – a world of amazing abundance awaits
I get asked all the time: “At what price would you approve a SpaceX-Tesla merger?”
There is no price.
There is a method.
Here’s exactly how the proposal gets built — from the fairness opinions to the fixed exchange ratio shareholders will vote on, and why July makes sense.
$TSLA is positioning to be the largest physical AI deployment platform by the end of this decade.
By 2031, Tesla could become a $375B revenue story where AI, robots, services, energy & Cybercab together become larger than automotive:
• Automotive 40%
• Cybercab 24%
• Robots 16%
• Energy 11%
• Services 9%
This is a long write-up but worth the read for Tesla investors who are interested in the prospect of a Tesla / SpaceX merger. @smdcapital@DanBTC916
As a former big law M&A attorney, I have been thinking about this potential transaction for many months now, trying to figure out how it would work, what the timing would be, mechanics, structure, etc.
With the recent decline in TSLA stock and negative sentiment following last week’s call, many Tesla bulls (I won’t name names) are now working overtime to convince followers that a near-term merger following SpaceX’s IPO is the right path forward. Indeed, Elon seemed to be dropping some hints with his commentary about Terafab, particularly the inherent conflicts and the difficulty in parsing out rights and responsibilities between each company.
And I do think Elon has had this thought in the back of his mind for the past few years, seeing the combination of his companies under a single structure as inevitable. I also think, through his actions and inactions (delays, missed deadlines, moving goal posts, divisiveness, politics, lack of enthusiasm on quarterly calls, etc.), he has kept the TSLA share price suppressed with that ultimate goal in mind. Occam’s razor.
So here are the mechanics. SpaceX is expected to IPO at a $1.75-$2.0T valuation. It will have a dual-class share structure, where Elon retains the voting shares.
Tesla has a single class share structure where each share has both voting and economic interests.
For a near-term merger to be viable, Elon has to ensure SpaceX maintains or exceeds its IPO valuation, and Tesla valuation stays at or below current levels.
Why? It is almost guaranteed that SpaceX would be the surviving entity in a merger scenario, so Elon can maintain the dual-class share structure and thus, maintain majority voting control. It is not legally possible to implement this type of structure at Tesla post-IPO, so the only way to keep it is if SpaceX is the surviving entity. And in order to convince Tesla shareholders to give up their voting rights in exchange for non-voting, economic shares in SpaceX (which is how such deals are commonly structured), SpaceX will have to offer a premium to Tesla holders — precedent is in the range of 20-40%.
If Tesla is trading at a similar valuation to SpaceX, e.g., $2.0 trillion, and SpaceX has to pay a 20-40% premium to entice Tesla shareholders to approve the deal and give up their voting rights, then SpaceX shareholders would be diluted and are less likely to approve the transaction.
If SpaceX is trading at $2.0 trillion and TSLA at its current $1.4 trillion market cap ($375/share), SpaceX can offer a 40% premium ($2.0 trillion valuation, $525/share, top-end of precedent) and avoid dilution. TSLA shareholders would almost certainly approve such an offer in light of current sentiment and Elon’s recent guidance (or lack thereof).
Keeping the TSLA share price suppressed is the only way any near-term merger is viable in my opinion.
I understand why Elon wants to combine the companies. It would significantly simplify governance and streamline his workload. And I ultimately think a combination of the two companies in the future makes sense.
But the reality is, we have waited patiently for years now (with the stock trading lower today than it traded 5 years ago!), and we are finally on the cusp of a significant re-rating once robotaxi is scaled and Optimus goes into volume production. As a Tesla shareholder, I would prefer to consider a merger with SpaceX after the re-rating, when Tesla is trading at a much higher valuation. Why give it up now in the 11th hour when we’ve waited this long already?
At the end of the day, what’s good for Elon isn’t necessarily good for Tesla shareholders.
Some of us have been investing in the $TSLA vision of robotaxi since 2016 (or before). “The greatest asset value increase overnight with a software download.” - Elon
We’ve patiently supported and sown as Tesla solved an incredibly hard problem, with the promise of an incredibly valuable business.
I believe the value of TSLA is at least $1,500/sh based on what we’ve built. All that’s required is to scale it.
Now the specter of getting bought out by SpaceX puts a clock on that value recognition.
If Tesla can’t realize their 10 year vision and reap the value creation before getting bought out, shareholders will lose half or more of that value recognition through dilution.
For Elon, he must get SpaceX IPO done quickly before Tesla gets way too expensive. There’s no way SpaceX could buy a $5T Tesla.
For SpaceX to be the buying company (and the dual class share structure to be the final structure), they must act before Tesla runs away.
Unfortunately this perverts the incentives.
The best thing for SpaceX (Elon) is for Tesla (Elon) to slow-roll robotaxi until SpaceX can buy them.
It may be inevitable now based on the disclosures during the call yesterday. I’m just trying to illuminate the probable path for people who can’t see it yet.
If Elon asks you to sell your shares to SpaceX for less than $1,500/share, you’ll know what happened.
Influencers will try to tell you this is for the best. What it actually means is that you will get 50% or less of the value recognition due to dilution, and SpaceX shareholders get the rest.
My position is simple. Tesla shareholders deserve to see the realization of the value creation of the business we’ve invested in for 10 years. $5T should do it. Tesla is undervalued.
Then we can talk about merging with SpaceX.
I say this as a Tesla and SpaceX shareholder.
I’m going to get robotaxi profits either way. I’m saying all this looking out for retail investors who didn’t get the change to buy SpaceX in 2021. SpaceX has 10x for me since then. TSLA has done nothing.
It’s time to scale robotaxi and for Tesla shareholders to reap.
Elon's presentation problem:
1) He solely and exclusively focuses on the technical side of things:
This bores most people
It makes them miss the NUMBERS which is the only thing that the analysts are focusing on
In other words : it's a total miscommunication
2) He speaks with the "enthusiasm" that Pastors would manifest at a burial of mass shooting victims!
Unbecoming as this is, it matters not if you have more than 1/2 day perspective on things.
The stock will go up (maybe even tomorrow) in the next few days because:
ALL the Q1 numbers are great and much better than expected
Tesla has turned to corner even just for his (current) basic production (cars)
Numbers are picking up and margins, among others, are remarkable in this business (ask all the "others" who are losing their shirts trying to build , an ever decreasing, number of EVs).
I’m not sorry if my comments offend anyone. Elon did horribly on the call. Nothing should get a pass just because he is changing the world. If he didn’t have time for this, he should have assigned someone else. Don’t just unfollow me, please just block next time @WR4NYGov
As a shareholder, I expect more from our leader than the energy I got today. Tesla is a publicly traded company, and you should not be allowed to act this way just because you are the boss and everyone is afraid of you. Someone has to step in.
Elon was in the best of moods leading up to the compensation vote. No one forgets that. He can act the part if he wants to. Clearly today he was off.
If you never offer any constructive criticism of @Tesla or @elonmusk, and treat everything they do as perfect, you’re not adding signal, you’re adding noise.
Tesla improves through relentless iteration, not uncritical praise.
Perpetual optimism from some of its loudest voices has repeatedly led to overpromises, missed expectations, and eroded trust.
True fans of the company should prioritize honesty over hype, because blind defense prevents progress.
I love what @Tesla is building. That’s exactly why I’m direct about its biggest weakness:
Communication.
This isn’t limited to earnings calls. It extends to how the company presents its products. Especially Full Self Driving
Poor, inconsistent, or overly vague communication is Tesla’s Achilles’ heel.
Defending or excusing repeated communication shortfalls doesn’t help.
It’s a fixable problem. Clear, accurate, timely information would:
• Better inform shareholders about timelines and risks.
• Protect employees whose compensation is tied to RSUs and ESPPs by maintaining credibility and stock performance.
• Accelerate adoption of FSD, which demonstrably improves safety in many scenarios saving lives as more drivers understand its current capabilities and limitations.
Tesla has world class engineering and data advantages. Strengthening communication is one of the easiest high impact upgrades available.
Do it for the mission, the shareholders, the team, and the broader impact on road safety.
Constructive feedback from those who want @Tesla to win isn’t disloyalty it’s how the best companies get even better.
Formal announcement of the TERAFAB project, which will be done jointly by @SpaceX and @Tesla, tonight around 8pm CT. Livestream on 𝕏.
The goal is to produce over a TERAWATT of compute per year (logic, memory & packaging) with ~80% for space and ~20% for the ground.