- No deal yet. Special committees at both companies are studying a merger, with no agreed terms.
- The 37% / 56% gap. Barclays estimates Musk would own about 37% of a combined company but control about 56% of the votes.
- The size. SpaceX (about $1.85T) plus Tesla (about $1.6T) is roughly $3.5T, the biggest corporate deal ever.
- The hurdle. Tesla shareholders would need to back it, and the bar is a majority of all shares outstanding.
Every few months a business story arrives that makes seasoned finance reporters stop scrolling. This is one of them. Elon Musk, who runs both SpaceX and Tesla, could end up with majority voting control of a combined company without hitting a single milestone in his giant Tesla pay plan. That is the finding of a Barclays estimate reported this week, and it has set off a loud argument about what “control” actually means in a public company.
I have covered enough mergers to know that headline numbers rarely tell the full story. So let me walk through what is confirmed, what is only an estimate, and why that odd gap between 37% and 56% matters more than the trillion-dollar price tag.
What is actually confirmed so far
On October 20, during SpaceX’s third-quarter earnings call, Musk said special committees of independent directors have been set up at both SpaceX and Tesla to examine a possible combination. He said the committees were formed at shareholders’ request and that he cannot take part because he is a conflicted party. He also called a merger a good idea, while stressing that the committees have not agreed on terms and that there is no guarantee they will.
That last part is easy to miss in the excitement. No structure, valuation or timeline has been formally announced. Everything below the confirmation of the committees is analyst modelling, press reporting or anonymous sourcing. I will flag which is which as we go.
The $3.5 trillion maths
Early this week, SpaceX was valued at roughly $1.85 trillion and Tesla at roughly $1.6 trillion. Add them up and you land near $3.5 trillion, which would make this the largest corporate deal on record by a wide margin. For context, SpaceX’s own merger with xAI earlier this year was valued at about $1.25 trillion, so this would be nearly three times larger.
Not everyone agrees on the exact figure. RBC Capital Markets has floated a combined value near $3.74 trillion, with SpaceX shareholders owning about 52%. Valuations move daily with the share prices, so treat any single number as a snapshot, not a term sheet.
| Item | Reported figure | Source type |
|---|---|---|
| SpaceX market value | About $1.85 trillion | Market data, Nov 2026 |
| Tesla market value | About $1.6 trillion | Market data, Nov 2026 |
| Combined value | About $3.5 trillion | Sum of the two |
| Combined value (RBC view) | About $3.74 trillion | Analyst estimate |
| Musk equity stake (SpaceX buys Tesla) | About 37% | Barclays estimate |
| Musk voting power (SpaceX buys Tesla) | About 56% | Barclays estimate |
| Musk Tesla voting power if all pay goals are met | About 29% | Tesla board documents, as reported |
Why 37% of the shares turns into 56% of the votes
This is the heart of the story, and it comes down to share classes. According to Barclays, SpaceX shares carry ten times the voting rights of a typical share. Musk already holds a dominant voting position at SpaceX because of that structure.
Here is the simple version. Imagine a company where most shares get one vote, but the founder’s shares get ten. If the founder owns about a third of the total value, he can still command more than half of the votes. Now imagine that company buying a second company and paying for it with new shares. The founder’s extra-vote shares stay extra-vote, while the public holders of the target receive ordinary shares. His economic slice shrinks a little, but his control barely moves.
That is the scenario Barclays modelled: if SpaceX acquired Tesla at today’s sizes, Musk would end up with about 37% of the equity and about 56% of the votes. Compare that with Tesla today, where, even if Musk met every target in last year’s pay plan, board documents put his voting power at only about 29%.
How the deal might be structured
Reuters, citing a person familiar with the matter, has reported that a deal could involve SpaceX acquiring Tesla. Korean outlet Maeil Business has gone further, suggesting a reverse triangular structure, where a SpaceX subsidiary merges with Tesla so that Tesla survives as a subsidiary of SpaceX. I would treat that detail as unconfirmed. Neither company has described a structure publicly.
The direction matters a lot. If Tesla bought SpaceX instead, it would have to issue a huge number of new shares, which would dilute existing Tesla holders. Musk’s voting power would also look very different, because Tesla has no ten-vote share class. That is why analysts keep coming back to the SpaceX-as-buyer version.
The Tesla shareholder vote is the real hurdle
Here is where the story gets interesting. Musk himself pointed out on the call that a merger would need the backing of a majority of all Tesla shares outstanding, not just a majority of the shares that actually get voted. He described that as quite a high hurdle. Anyone who has watched retail turnout at annual meetings will understand why. Plenty of shares simply never vote.
Tesla’s annual meeting is scheduled for December 3. Some analysts expect shareholders to hear more about the plans around then, though nothing has been promised. Wedbush’s Dan Ives has publicly put the odds of a merger by the end of 2027 at 80% to 90%, a bullish view that is worth noting but is still one analyst’s opinion.
What minority shareholders will probably ask for
- A separate vote of unaffiliated Tesla holders, not just the overall count.
- A fairness opinion that addresses the gap between Musk’s economic stake and his votes.
- Clear answers on how Musk’s pay awards at both companies would change after a deal.
What about Musk’s $1 trillion Tesla pay plan?
This is the point that surprised me most when I read through the analysis. A merger would not automatically trigger the headline $1 trillion Tesla package. Reuters-based reporting says a deal that values Tesla at about $2 trillion would unlock only a small slice of it, in the region of $20 billion. A deal valuing Tesla at or below today’s roughly $1.6 trillion would not trigger the market-value award at all under the reported terms.
So the story is not really about pay. It is about power. Musk could get voting control without collecting the trillion-dollar prize, and SpaceX’s board could in theory rewrite his SpaceX plan after a deal. Compensation experts quoted in the coverage flagged exactly that.
Why the two companies might want this
Musk has pointed to cooperation on AI, chip design, robotics, orbital launches and connectivity. There is a business logic here, and it is not only financial engineering. SpaceX’s latest quarter showed revenue of about $14.6 billion, up 161% from a year earlier, driven by its AI and Starlink businesses. Tesla, meanwhile, is betting heavily on autonomy and robots. Supporters see an AI-and-hardware giant. Sceptics see a conflict-of-interest knot, with one man sitting on both sides of the table.
What happens next
- Committee work. The independent directors must agree on a structure and an exchange ratio. Nothing is public yet.
- Tesla’s December 3 meeting. A natural moment for shareholders to press management for details.
- Regulatory and legal review. A deal of this size would almost certainly draw scrutiny.
- Shareholder votes at both companies. The Tesla vote is the one to watch.
This article is for information only and is not investment advice. Figures such as 37%, 56% and $3.5 trillion are estimates or market-based approximations, and may change as prices and reporting change.
Conclusion: a control story wearing a money story’s clothes
If you strip away the trillion-dollar numbers, this story is about one question: who controls Tesla? A SpaceX-led merger could answer it decisively in Musk’s favour, and it could do so through share-class mechanics rather than a pay package vote. Tesla’s independent directors and its shareholders will decide whether that is acceptable.
My honest take, after years of watching founder-controlled companies: the price is rarely what causes the fight. The voting structure is. Watch what the Tesla committee asks for in return, because that will tell you how seriously it is protecting minority holders. We will update this story as the committees report.
FAQ: SpaceX-Tesla merger
Has SpaceX agreed to merge with Tesla?
No. Musk said on October 20, 2026 that special committees at both companies are studying the idea, but they have not agreed on any terms. No deal has been announced.
How could Musk get 56% of the votes with only 37% of the shares?
Barclays says SpaceX shares carry ten votes each versus one for a typical share. If SpaceX bought Tesla at current sizes, Musk would own about 37% of the combined company but control about 56% of the votes.
How big would a SpaceX-Tesla deal be?
SpaceX is valued at about $1.85 trillion and Tesla at about $1.6 trillion, so a combined company would be worth roughly $3.5 trillion, the largest corporate deal on record.
What approval would Tesla shareholders need to give?
Reports say a merger would need approval from a majority of all Tesla shares outstanding, not just those voted. Musk himself called that a high hurdle.
Would Musk receive his $1 trillion Tesla pay package in a merger?
Not automatically. Analysis based on Reuters reporting says a deal valuing Tesla at about $2 trillion would unlock only around $20 billion of the headline package.
When is Tesla’s next shareholder meeting?
Tesla’s annual meeting is scheduled for December 3, 2026.