Negotiations to merge SpaceX and Tesla are reportedly moving forward, with Bloomberg indicating that a formal announcement could be made as soon as December. If finalized, the transaction would create a combined entity valued at approximately $3.5 trillion, which would stand as the largest corporate deal in history. However, no definitive terms have been signed yet, and the timeline remains fluid, with the possibility of the deal extending into 2027.

The primary focus for investors is the exchange ratio, specifically how many SpaceX shares each Tesla shareholder would receive and the associated premium. While the merger has not been officially approved, market sentiment is shifting as details about the potential structure emerge.

Shareholder Equity and Control Dynamics

According to BeInCrypto, Bank of America analyst Alexander Perry anticipates that SpaceX would acquire Tesla using stock rather than cash. Based on stock prices from October 20, where Tesla traded at $393.65 and SpaceX at $140.33, one Tesla share was equivalent to roughly 2.8 SpaceX shares before any premium adjustments. Perry’s model suggests that with a 20% premium, Tesla holders would retain about 47% of the combined company, though a higher premium would reduce the stake held by SpaceX shareholders.

Elon Musk’s control over the merged entity remains a central point of analysis. Barclays estimates that Musk would hold approximately 56% of the combined voting power. This outcome is influenced by his existing majority stake in SpaceX and his significant influence over Tesla, although the specific mechanics of the vote differ between the two companies.

Corporate Charter Hurdles and Voting Risks

Despite Musk's dominant position, the merger faces structural obstacles within Tesla’s corporate charter. Unlike SpaceX, where Musk controls more than 80% of voting rights, Tesla requires a majority of all outstanding shares to approve major actions. Under this rule, shareholders who do not vote are effectively counted as a rejection. This provision previously contributed to the failure of a 2025 non-binding proposal regarding Tesla’s investment in xAI, where 473 million abstentions defeated the measure despite support from active voters.

Musk has publicly cautioned against assuming the merger is guaranteed. He stated that while some view the deal as a certainty, such an assumption would be an overstatement. The current process is being driven by independent committees, with Musk recusing himself from the initial decision-making steps to ensure compliance with corporate governance standards.