SpaceX (SPCX) Filing Says Tesla Merger Requires Musk Approval With 82.4% Voting Power

Filing Adds Controlling Shareholder Approval

SpaceX (SPCX) has told the SEC that any merger with Tesla (TSLA) would need approval from its controlling shareholder, Elon Musk, on top of sign-off from a special committee and the full board. The condition appears in the third-quarter report the company filed on October 22. It recounts that during the earnings call on October 20 SpaceX announced its board had formed a special committee to evaluate a possible merger with Tesla, and that Tesla's board had created a parallel committee of its own. Neither committee has reached a decision. The filing says a potential merger would have to be approved by SpaceX's special committee, its board and its controlling shareholder, and it adds that the company cannot guarantee the two sides will reach an agreement or complete a transaction, or that the committee will recommend a deal at all. The shareholder in question is Musk. The listing prospectus SpaceX published in June, priced at $135 a share, projected that he would control about 82.4% of the voting power after the IPO through his Class A and Class B common stock. That figure reflects the listing itself, not the ownership split at the end of the third quarter. Under the structure set out there, Class B holders can elect 51% of the board, and Musk holds a majority of the Class B shares, which lets him appoint and remove those directors. As long as he keeps more than half the vote, he controls board composition and the outcome of matters put to shareholders. That concentration makes SpaceX a controlled company under Nasdaq rules, exempting it from requirements such as a board with a majority of independent directors. The filing gives no timetable for the committee's evaluation, does not explain what form a controlling-shareholder vote would take, and names the approval only as a precondition.

Tesla's Committee of Disinterested Directors

Tesla's quarterly filing, submitted the same day, describes a special committee made up of directors with no interest in the potential transaction, a structure commonly used when a board evaluates a deal involving an affiliated party. The committee is studying ways to deepen the company's relationship with SpaceX, and a merger counts among the options under review. Tesla said there is no assurance a transaction will be completed, that any deal would require a favorable recommendation from the committee and, once an agreement is reached, the necessary shareholder approval. Its version of events leaves out the controlling-shareholder condition SpaceX's filing carries; nothing in the Tesla report says such a vote would be needed on its side of the table, and no timetable for the committee's work is given. The two companies are already entangled commercially. SpaceX's related-party notes record $480 million of purchases of Tesla Megapack energy-storage products across the first three quarters of the year, of which $151 million came in the third quarter alone. Tesla, for its part, holds an equity stake in SpaceX carried at fair value and booked $863 million in unrealized gains on that position over the same stretch. The company also said its accounting presumes significant influence over SpaceX, a presumption that follows from both companies being led by the same chief executive. The purchases and the stake appear in the related-party disclosures of the same reports that carry the merger language, giving both boards a standing commercial relationship to weigh alongside any combination. Neither disclosure amounts to a decision. SpaceX's report states its committee could judge that a transaction does not serve shareholder interests and decline to recommend one, and both companies say an agreement or a completed deal is not guaranteed.

Two Charts, One Pending Vote

The filings describe a process, not a deal: any approval chain runs through two committees, two boards and, on the SpaceX side, one holder of more than 80% of the vote. COINOTAG data shows the market has not priced a combination in. SpaceX trades at $147.23, down 1.54% over 24 hours, in a daily downtrend with a bearish MACD signal. Our support and resistance composite puts the strongest support at $139.98, scored 96 out of 100, and the strongest resistance at $150.17, a perfect 100 out of 100, built on the 50-day moving average. Tesla sits at $371.52, down 2.20%, still in a daily uptrend with a bullish MACD reading. With the stock at $147.23, the nearest scored level above the price is the $150.17 resistance, carrying a 100 out of 100 score.