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This new information changes everything about the Tesla and SpaceX merger. The situation has changed so much that Alexander Mears, who had been predicting the merger all this time, said: “I’m starting to doubt whether we’ll ever see this deal,” lowering his confidence from 100% in July to 85% in October, and now it’s just 50%.
This will be a critically important video for all of us investors in SpaceX and Tesla stock. I'll break down all the latest details regarding the merger and how it dramatically changes the future of this deal. So you should watch this video in its entirety. There is currently a merger between two companies, and as you can see, the stock of this company has fallen significantly; I hope the SpaceX and Tesla committee studying the potential merger is keeping an eye on this.
They are definitely following this 100% because this merger is too big to ignore and the company's stock has dropped significantly. This is not a change of 1, 2, 3, 4 or 5%. This is a very significant movement. A move that could result in lawsuits if acted upon carelessly. And if lawsuits arise against the Tesla and SpaceX committees later, and they manage the situation the same way these guys did, then in court they will definitely remember that you had a clear example before your eyes .
Why did you do it that way? And, of course, the SpaceX and Tesla committees will want to avoid that outcome. So they are definitely keeping an eye on what is happening here. So, a little bit of context, and I'll go into detail throughout the video, but no one is buying these stocks because the deal smells worse than durian, and that turns most people off, although some people love it.
So, you'll have to wait a year and a half for a fixed exchange ratio of 4.5 Marvel shares. Oh, and by the way, if you thought only one of the merging companies' stocks fell, no, actually both of them did. Look at Marvel Technologies , they've fallen 30% in the last 5 days. At this point, if you look purely at stock performance, there are no winners here.
But is it because the idea is terrible, or because it was managed horribly? I will express my opinion later. Back to Alexandra, who was almost completely convinced that the merger would happen, and now her confidence is only 50%, or maybe even less. Everything changes here every day. So, first, for the SpaceX-Tesla merger to happen, it would have to be a very profitable deal to get approval from Tesla shareholders.
A bad offer would hurt both Tesla and SpaceX. Previously, it could be assumed that some Tesla shareholders were so tired of waiting for robotaxis and the improvement of FSD to the level of full autonomy that they would agree to this deal. But the scope of robotaxi is expanding. We are seeing more and more robo-taxis everywhere.
In addition, "cybercabs" appeared. And we know that "cybercabs" are actually cheap to produce. Previously, one could argue that a cybercab is different from how a Model 3 or Model Y is driven. Therefore, the same software will not work, and it will be difficult to scale . But now you see "cybercabs" being used in quite large numbers in Austin.
And this argument simply collapses. Given how quickly artificial intelligence is progressing now . We have had more AI breakthroughs and changes in the last 3 months than in the last 2 years. With all this in mind, Tesla is also going through these breakthroughs, FSD will definitely get better, and efforts towards robotaxis will finally yield tangible results.
So tangible that some people who previously criticized robo-taxis, FSD, and Elon Musk are now changing their minds and saying, “You know what? "I now have great faith in this company." So the threshold at which Tesla shareholders would agree to a merger has certainly increased; the price must be fair.
But more importantly, as we just saw with the attempt to merge these two companies, a bad offer will hurt both Tesla and SpaceX, but in this particular situation. I actually don't think there will be any harm in the long run, unless Elon Musk dies. If that happens, well, I can totally understand how that might affect things.
But for now, Elon Musk is around , and he will stay, because at this point he will have virtually complete control over this new structure. No one can really do anything against him. That is, there will be certain safeguards, but in fact he will have complete control. As long as he doesn't use the company's money to buy houses for himself, he can do whatever he wants, which he definitely can't do at Tesla right now.
But in the short term, it's entirely possible that both Tesla and SpaceX stocks could fall, as we just saw with these two companies. Although I think it's unlikely, because Tesla and SpaceX are too smart for that to happen. Any damage done, in my opinion, will be very short-term, certainly not medium-term, although I could be wrong.
But in the long run, as long as Elon Musk is around, I'm 99.999% sure it will be great for both companies. And besides, you get Elon's full attention. From all of Elon Musk's biographies and everything he's said over the years, it's clear to me that Elon's main focus in the long term is getting to Mars.
Therefore, SpaceX is the most important company for him personally. It seems Alexis is continuing here. Tesla shareholders are giving up voting rights that carry a lot of weight for institutions, ISS and Glass Lewis, and they can only overcome this with a proposal that would be irresponsible to refuse given the fiduciary duty.
Will the SpaceX special committee understand the value of Tesla and the huge growth that SpaceX's early investors and employees have already received compared to Tesla employees? I do n't think we should worry too much about it , because even though this SpaceX special committee is supposedly independent and all that.
In reality, they will be forced to do what Elon Musk wants, because that's what will happen. Let's say a SpaceX special committee prepares a proposal and finds it perfect, and then Elon says: you know what, no, I won't accept it. So, it won't even be offered by Tesla because Elon will simply say "no." And what's the point of presenting such a proposal if Elon Musk says "no"?
So if Elon Musk says no, these guys have to go back to the drawing board and start from scratch, or maybe they have to form another committee. In any case, Elon Musk can do this over and over again until he finally gets an offer from SpaceX that completely satisfies him. Therefore, it doesn't matter whether the SpaceX special committee understands the value of Tesla.
What is important is that Elon Musk understands the value of Tesla to SpaceX. And I believe he definitely understands it, because it's not just a value for him, an economic benefit, it's the complete control he will actually gain over Tesla. Seeing how AI is progressing, he definitely wants to use all the developments with the Optimus robot and Tesla's manufacturing experience .
It will be much easier not to start everything from scratch and not to keep these two companies separate . I mean, you can do deals between companies, like we have with Terapab , but it's much easier when it's one company. Although there is still something that is changing , and at the time of recording this video, the decision has not yet been made.
There are elections in Texas right now, and it seems that the candidate that Elon Musk strongly disapproves of and criticizes is leading. According to Poly Market, it looks like there is a 76 % chance of this guy winning. There was already talk in his party that SpaceX might need to be nationalized, and the like.
He was just on a podcast where he said that Musk's wealth is a spiritual disease and the rich should pay taxes at 1950s levels, about 90%. Just think about it. If Elon Musk had to pay such a tax, and if they somehow implemented a tax on unrealized gains, perhaps they would make an exception just for him .
How would he pay for it? In fact, he would have to give up some control over his company. I'm not predicting that this will happen, but such conversations are already taking place within the party. They were raising the idea of nationalizing SpaceX, and I feel like he suddenly thought, "Oh, this could be a real threat, if I don't merge the companies, maybe they'll just take on one." So, going back to Alexandra, it doesn't matter what the SpaceX task force understands or wants to do ; It all depends on Elon.
However, what this SpaceX task force can do is slow down the process. If they propose something that Elon Musk doesn't like, it will slow down the process because he will have to intervene, which I think he is completely okay with. We've seen it so many times, but in this particular case, he doesn't even have to intervene.
He can simply say, "No, I won't make this deal." And then they will have to come back and offer something he will like . So when I say "interfere" in this particular case, I don't mean anything inappropriate. And then Alexandra continues: “If SpaceX’s near future is as bright as we all see it, then setting a minimum price for Tesla at $690 is an obvious solution.” The trading range of voting shares prior to the close of the day of inclusion in the S&P.
Put marks on all of them. Hey, $690 each. 600. It took me a few seconds to realize what she did, but I think she's throwing that number at us as a real number. And by the way, if you don't know Alexandra, she used to manage huge funds in Europe. But yes, 6900 each. I would predict that the probability of the two companies merging would be somewhere around 99.9%, or more precisely 100%, if the announcement were made, well, actually now.
Because, you know, who knows how fast AI is progressing, and if suddenly Tesla starts deploying even more robo-taxis, and we've seen a line of uncontrolled miles grow exponentially on top of another exponential line. So it's also possible that the stock could just skyrocket next year or sometime before the merger announcement, and then you'd have to set an even higher price.
But it could also happen that stocks get stuck and perhaps even crash, especially if for some reason a global recession occurs. But if it were announced today at 690, I'm sure it would pass. Now Alexandra responds that it is difficult to observe a 50% drop in income during these months . And she replies, "Believe me, I'm hurting a lot too, but I want to be honest and transparent," and we all appreciate that.
And then Alexandra published this analysis. We know that a vote in favor of a potential merger requires 50% plus one of all outstanding shares, but this threshold is simple on paper but difficult in practice. Tesla needs a majority of all outstanding shares, not a majority of votes cast. With almost 4 billion shares outstanding, that's almost 2 billion votes in favor.
This means that if, say, only 1.9 billion shares are voted on and 100% of them are "in favor," it still won't pass. So let's put this whole puzzle together. Step one, Elon's free shares vote for—Elon controls approximately 700 million free voting shares. They vote "yes", this is the starting point .
Step two, mirror votes enhance free voting. They do not remain fixed at 50%. There are 424 million unvested shares of CEO compensation for 2025. Under the voting agreement, they vote in the same proportion as all other shares present and voting , including Elon's outstanding shares. This is called mirror voting.
They amplify whatever free voting share we actually get, because Elon's free shares raise that share above 50%. Mirror votes make up over 50%. This is the first thing that reduces the remainder we still need from everyone else. So, essentially, what this means is that if, say, 70% of all shares voted were "yes," then those 424 million unvested CEO compensation shares also vote 70% "yes" and 30% "no." But then, in the third step, a large block of shares supporting ISS and Glass Lewis votes " no," and that's the portion of shares that participate.
Suppose 500 million shares of ISS or Glass Lewis-oriented stock vote "no," those shares vote . They are not removed from the database before you apply the attendance rate. Turnout applies to the remaining outstanding shares, other than Elon's shares, among those participating in the vote. 500 million is the best estimate of the fixed bloc voting "no".
How did she arrive at the figure of 500 million shares under the influence of ISS and Glass Lewis? This was the number of those who voted against confirming the 2018 compensation package in 2024. Elon showed us the vote count over time, and you can clearly see what happened after both proxy advisors gave their recommendations on May 31, 2024, and the final count of the "no" votes.
So you can see the jump, there it is , gray. Do we know for sure that both ISS and Glass Lewis will vote against the merger? Of course not. But given that voting rights will be transferred to Elon, this is the best educated guess at this point. Then step four: apply realistic turnout to the remaining free shares, except for Elon's shares.
Historical total voting rates have been approximately 24-29% of the number of shares outstanding. These figures, published in SEC filings, include Elon's shares, where he may or may not have voted. If you subtract Elon's shares, the proportion of non- voters among the remaining shares in past votes was higher—approximately 28-37 %.
I'll repeat this a second time because it's important: 28-37% don't vote, based on the number of shares, excluding Elon's shares. And in the most similar vote —on re-registration in Texas—that figure was 32%. This clearly demonstrates lower turnout among the remaining free shares, other than Elon's, than simply applying a general historical indicator.
And then step five: calculate the remainder, where Elon's free shares vote according to the mirror principle, amplifying the resulting share of free votes. Proxy advisor block of 500 million votes "against" and turnout applied to the remaining outstanding shares, except for Elon's shares. The balance that needs support among non-Elon voters who come in and aren't part of that 500 million bloc is about 65 to 75%.
So, to make it clear to those who really matter in this vote , just over seven out of every 10 votes cast by someone who is not Elon and does not follow the ISS Glass Lewis recommendation would have to vote for the merger just to pass the 50% plus one vote threshold. More is needed for a decisive victory .
So, retail investor turnout , the new automatic voting program and its merger exclusion , and the actual direction of ISS Glass Lewis' recommendation will be the determining factors. Alexander created a pretty good diagram here that makes it easier to understand. So the chart shows the numbers, and keep in mind that the block of "no" votes from ISS and Glass Lewis is already part of the turnout, and this reflection reinforces the free vote result that we talked about.
So this is the percentage of turnout of the remaining non- Elon voters, with a turnout of 65% we have 35% non- voters, support among the remaining non-Elon voters who came is 74.2%. That would be a very high bar. Now Luxander M has presented another chart that is useful because we want to see historically what the turnout of all the stocks usually is , and that percentage is right here.
The percentage of shares voted out of the total is the first number, and excluding Elon, it's the second. We need the first one, so 76%, in this case the Solar City merger in 2016. This was the turnout: 76 %. Then the CEO Award in 2018, and the turnout was 71%. Then the ratification of the 2018 award, it was a 72% turnout.
And the 2025 CEO Award, it was a 74 % turnout. So, turnout is likely to be somewhere between 71% and about 76%. I would probably say the worst case scenario is about 71%, and the most likely is closer to the Solar City merger. So I would estimate that number to be around 74-75%. Keep in mind that Tesla was a much smaller company back then.
When you have so many shareholders, I think it's harder to get more people to vote . But it's also possible that this could be an all-time record turnout because the issue is extremely large. This literally directly affects every shareholder immediately. Not in five years, not in 10 years, but immediately.
So I think it's actually most likely that the turnout will be a little higher than the last turnout here of 74% with the 2025 CEO Award and maybe even higher than during the Solar City merger. So maybe around 76%, I think that's realistic, but it's definitely not guaranteed. So, if we have a 75% turnout, which is realistic but certainly not guaranteed, we need 62.8% of the remaining voters, excluding Elon, to vote for the merger.
I really don't see how turnout could be less than 70% looking at these past shareholder votes. So, in the worst case, we would need about 68%. I think if you need more than 70%, that's where the really big question arises. Will the merger be approved by Tesla shareholders or not? But the higher the turnout, the easier it will be to collect votes.
However, there is one problem, and that is the number of shares voted. The percentage of shares outstanding right here is the total number of shares that voted. But here, where the turnout is shown, it's the rest, except for Elon. That is, this includes everyone except Elon. And when you include Elon in the voting shares, of course you get a higher number because every share Elon owns is a vote.
So given this, the comparison is definitely not correct. And so Alexandra emphasizes this here : at least 68% turnout, which, remember, excludes Elon, then 70.8% must vote "yes." And this is probably actually a very realistic scenario. I mean, getting that kind of turnout and getting over 70% of the votes "yes" will be a tough task unless the deal is very profitable.
So the mere existence of a proposal does not guarantee that shareholders will approve the merger. And to be clear, I mostly support this merger. And here is one of the reasons why. This was just published by Morgan Stanley. With our new 2028 adjusted earnings of $109 billion for SpaceX and a current market cap of $1.9 trillion, at $140 per share, SpaceX would trade, mind you, at a P /E multiple of 17.6x—cheaper than the S &P 500’s 2028 projected P/E of 17.7x, assuming earnings growth of 150% at a compound annual growth rate from 2026 to 2030.
This is all according to Morgan Stanley estimates . So overall, as long as the offer isn't bad, and I'm guessing the merger offer would be pretty good. Uh, assuming that's the case, I'm mostly in favor of a merger between Tesla and SpaceX. And I posted it, and it started a discussion, and so on. Hey, I have a question.
Why doesn't Tesla build computers and sell them like SpaceX? I will wait for an answer. I have the answer in my head. But I won't say it. I'll give you a hint, though. And what if, it's just an idea, what if , I know this is going to sound wild, but just hear me out. What if Tesla built computing power, which Tesla is very good at, by the way, maybe not as good as SpaceX is at this point, but Tesla is very good.
Tesla is extremely efficient. Tesla is very good. So what if we built additional capacity instead of selling it to other companies? What if, what if we sold them to SpaceX ? And then SpaceX could sell them to anyone they wanted? I'm kidding a bit here, of course, but still , doesn't it make some sense?
Perhaps the only good reason why Tesla is not building computing power is that the future of computing, according to Elon Musk, is in space, and Tesla cannot quite launch its satellites that would create this power. So this argument is quite valid, but it wo n't happen instantly. There 's still time, and these data centers are bringing profits to investors so quickly, and SpaceX is, of course, building many data centers on Earth.
Not in space now, but on Earth. So, if the argument was not to build data centers here on Earth, then why is SpaceX building them here? Because it will bring in a lot of money. So why doesn't Tesla do this? I mean, we have Elon Musk who knows how to build these data centers, right? So, whatever , just a thought.
I'm not saying Tesla should do this. I'm just asking a question. But do you know what would happen if Tesla and SpaceX merged? Then many people from Tesla would be involved in building new data centers, and both companies would, of course, benefit from this. So, on that note, don't forget to like and subscribe. Click the "hype" button if it is available to you.
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