SpaceX’s acquisition of xAI was structured to shield the rocket maker from xAI’s legal liabilities while eliminating any obligation to repay the AI startup’s billions in debt, as per people reportedly familiar with the transaction.

The update was initially reported by Reuters.

SpaceX merger structure

SpaceX completed its acquisition of xAI using a merger structure designed to keep the AI firm’s debt and legal exposure separate from SpaceX, Reuters noted, citing people reportedly familiar with the deal.

Rather than fully combining the two companies, SpaceX retained xAI as a wholly owned subsidiary. The structure, commonly referred to as a triangular merger, allows xAI’s liabilities, contracts, and outstanding debt to remain isolated from SpaceX’s balance sheet.

As a result, SpaceX is not required to repay xAI’s existing debt, which includes at least $12 billion inherited from X and several billion dollars more raised since then. The structure also prevents the transaction from triggering a change-of-control clause that could have forced immediate repayment to bondholders.

“In an acquisition where the target ends up as a subsidiary of the buyer, no prior liabilities of the target necessarily become liabilities of the parent,” Gary Simon, a corporate attorney at Hughes Hubbard & Reed, stated.

Debt obligations avoided

The SpaceX xAI merger was also structured to ensure it did not qualify as a change of control under xAI’s debt agreements. Matt Woodruff, senior analyst at CreditSights, noted that even if SpaceX might have qualified as a “permitted holder,” the merger’s structure removes any ambiguity.

“The permitted holder definition includes the principal investor and its affiliates, which of course is Musk. That would presumably mean SpaceX is treated as an affiliate, so a change of control is not required,” Woodruff stated. “There’s really no realistic possibility that this would trigger a default given the way it is structured.”

Despite the scale of the transaction, which values xAI at $250 billion and SpaceX at $1 trillion, the deal is not expected to delay SpaceX’s planned initial public offering (IPO) later this year.

SpaceX has not issued a comment about the matter as of writing.

Despite many recent rumors and various reports, Elon Musk confirmed today that SpaceX is not developing a phone based on Starlink, not once, but twice.

Today’s report from Reuters cited people familiar with the matter and stated internal discussions have seen SpaceX executives mulling the idea of building a mobile device that would connect directly to the Starlink satellite constellation.

Musk did state in late January that SpaceX developing a phone was “not out of the question at some point.” However, He also said it would have to be a major difference from current phones, and would be optimized “purely for running max performance/watt neural nets.”

Not out of the question at some point. It would be a very different device than current phones. Optimized purely for running max performance/watt neural nets.

— Elon Musk (@elonmusk) January 30, 2026

While Musk said it was not out of the question “at some point,” that does not mean it is currently a project SpaceX is working on. The CEO reaffirmed this point twice on X this afternoon.

Musk said, “Reuters lies relentlessly,” in one post. In the next, he explicitly stated, “We are not developing a phone.”

Reuters lies relentlessly

— Elon Musk (@elonmusk) February 5, 2026

We are not developing a phone

— Elon Musk (@elonmusk) February 5, 2026

Musk has basically always maintained that SpaceX has too many things going on, denying that a phone would be in the realm of upcoming projects. There are too many things in the works for Musk’s space exploration company, most notably the recent merger with xAI.

SpaceX officially acquires xAI, merging rockets with AI expertise

A Starlink phone would be an excellent idea, especially considering that SpaceX operates 9,500 satellites, serving over 9 million users worldwide. 650 of those satellites are dedicated to the company’s direct-to-device initiative, which provides cellular coverage on a global scale.

Nevertheless, there is the potential that the Starlink phone eventually become a project SpaceX works on. However, it is not currently in the scope of what the company needs to develop, so things are more focused on that as of right now.

With the news of a merger between SpaceX and xAI being confirmed earlier this week by CEO Elon Musk directly, the first moves of an umbrella company that combines all of the serial tech entrepreneur’s companies have been established.

The move aims to combine SpaceX’s prowess in launches with xAI’s expanding vision in artificial intelligence, as Musk has detailed the need for space-based data centers that will require massive amounts of energy to operate.

It has always been in the plans to bring Musk’s companies together under one umbrella.

“My companies are, surprisingly in some ways, trending toward convergence,” Musk said in November. With SpaceX and xAI moving together, many are questioning when Tesla will be next. Analysts believe it is a no-brainer.

SpaceX officially acquires xAI, merging rockets with AI expertise

Dan Ives of Wedbush wrote in a note earlier this week that there is a “growing chance” Tesla could be merged in some form with the new conglomeration over the next 12 to 18 months.

“In our view, there is a growing chance that Tesla will eventually be merged in some form into SpaceX/xAI over time. The viewis this growing AI ecosystem will focus on Space and Earth together… and Musk will look to combine forces,” Ives said.

Let’s take a look at the potential.

The Case for Synergies – Building the Ultimate AI Ecosystem

A triple merger would create a unified “Musk Trinity,” blending Tesla’s physical AI with Robotaxi, Optimus, and Full Self-Driving, SpaceX’s orbital infrastructure through Starlink and potential space-based computer, and xAI’s advanced models, including Grok.

This could accelerate real-world AI applications, more specifically, ones like using satellite networks for global autonomy, or even powering massive training through solar-optimized orbital data centers.

The FCC welcomes and now seeks comment on the SpaceX application for Orbital Data Centers.

The proposed system would serve as a first step towards becoming a Kardashev II-level civilization and serve other purposes, according to the applicant. pic.twitter.com/TDnUPuz9w7

— Brendan Carr (@BrendanCarrFCC) February 4, 2026

This would position the entity, which could ultimately be labeled “X,” as a leader in multiplanetary AI-native tech.

It would impact every level of Musk’s AI-based vision for the future, from passenger use to complex AI training models.

Financial and Structural Incentives — and Risks

xAI’s high cash burn rate is now backed by SpaceX’s massive valuation boost, and Tesla joining the merger would help the company gain access to private funding channels, avoiding dilution in a public-heavy structure.

The deal makes sense from a capital standpoint, as it is an advantage for each company in its own specific way, addressing specific needs.

Because xAI is spending money at an accelerating rate due to its massive compute needs, SpaceX provides a bit of a “lifeline” by redirecting its growing cash flows toward AI ambitions without the need for constant external fundraising.

Additionally, Tesla’s recent $2 billion investment in xAI also ties in, as its own heavy CapEx for Dojo supercomputers, Robotaxis, and Optimus could potentially be streamlined.

Musk’s stake in Tesla and SpaceX, after the xAI merger, is also uneven. His ownership in Tesla equates to about 13 percent, only increasing as he achieves each tranche of his most recent compensation package. Meanwhile, he owns about 43 percent of the private SpaceX.

A triple merger between the three companies could boost his ownership in the combined entity to around 26 percent. This would give Musk what he wants: stronger voting power and alignment across his ventures.

It could also be a potential facilitator in private-to-public transitions, as a reverse merger structure to take SpaceX public indirectly via Tesla could be used. This avoids any IPO scrutiny while accessing the public markets’ liquidity.

Timeline and Triggers for a Public Announcement

As previously mentioned, Ives believes a 12-18 month timeline is realistic, fueled by Musk’s repeated hints at convergence between his three companies. Additionally, the recent xAI investment by Tesla only points toward the increased potential for a conglomeration.

Of course, there is speculation that the merger could happen in the shorter term, before June 30 of this year, which is a legitimate possibility. While this possibility exists but remains at low probability, especially when driven by rapid AI/space momentum, longer horizons, like 2027 or later, allow for key milestones like Tesla’s Robotaxi rollout and Cybercab ramp-up, Optimus scaling, or regulatory clarity under a favorable administration.

Credit: Grok Imagine

The sequencing matters: SpaceX-xAI merger as “step one” toward a unified stack, with a potential SpaceX IPO setting a valuation benchmark before any Tesla tie-up.

Full triple convergence could follow if synergies prove out.

Prediction markets are also a reasonable thing to look at, just to get an idea of where people are putting their money. Polymarket, for example, sits at between a 12 and 24 percent chance that a Tesla-SpaceX merger is officially announced before June 30, 2026.

Looking Ahead

The SpaceX-xAI merger is not your typical corporate shuffle. Instead, it’s the clearest signal yet that Musk is architecting a unified “Muskonomy” where AI, space infrastructure, and real-world robotics converge to solve humanity’s biggest challenges.

Yet the path is fraught with execution risks that could turn this visionary upside into a major value trap. Valuation mismatches remain at the forefront of this skepticism: Tesla’s public multiples are unlike any company ever, with many believing they are “stretched.” On the other hand, SpaceX-xAI’s private “marked-to-muth” pricing hinges on unproven synergies and lofty projects, especially orbital data centers and all of the things Musk and Co. will have to figure out along the way.

Ultimately, the entire thing relies on a high-conviction bet on Musk’s ability to execute at scale. The bullish case is transformative: a vertically integrated AI-space-robotics giant accelerates humanity toward abundance and multi-planetary civilization faster than any siloed company could.