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SpaceX’s amended S-1 is sparking a major Tesla merger conversation

A single line in SpaceX’s amended S-1 just sent Tesla stock down 5% in one day.

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A single line buried in SpaceX’s amended S-1 filing is doing more to move Tesla’s stock price than anything Tesla itself has announced in months. The clause, disclosed as SpaceX prepares for what could be the largest IPO in Wall Street history, states that the company “may issue a significant amount of equity in connection with future transactions.” While this may be seen as boilerplate language in S-1 filings, the historical ties between SpaceX and Tesla, and with Elon Musk reportedly discussing a possible merger with close colleagues, investors are interpreting it as something closer to a signal.

The concern among institutional investors like Gary Black, managing director of The Future Fund, pointed directly to the amended filing on X, saying it “strongly suggests more SPCX equity will be issued,” which could potentially be used to acquire Tesla. He estimated such a deal could be 28% dilutive to Tesla shareholders since SpaceX would likely command a significantly higher valuation multiple. Black added that institutional investors he knows hate the idea of a combination because they prefer pure plays over conglomerates, which he said “nearly always gravitate to the lowest common multiple.”

The Tesla and SpaceX merger everyone is talking about is quietly building

The bull case runs the math differently. Tesla influencer and retail shareholder advocate AleXandra Merz pushed back on what she called a widespread misunderstanding of how merger-of-equals deals actually work. Rather than simply splitting the difference between two market caps, a merger exchange ratio is negotiated based on relative fair market values, meaning the lower valued company typically sees its stock reprice upward toward the deal value.

Under her model, SpaceX enters at a $2.5 trillion valuation and Tesla at $1.6 trillion, producing a combined entity worth $4.1 trillion split evenly between both shareholder groups. That implies Tesla’s side of the deal would be valued at $2.05 trillion, a gain of roughly $450 billion from its current market cap. She cited Dow-DuPont and CBS-Viacom as historical examples of how markets reprice both companies toward the announced exchange ratio after a deal is unveiled.


The SpaceX S-1 amendments also revealed just how much financial infrastructure already binds the two companies together. As Teslarati has reported, SpaceX purchased $697 million in Tesla Megapacks, $131 million in Cybertrucks, and the two companies have shared supply chain resources, and semiconductor fabrication plans since well before any merger conversation became public. A retail poll by Tesla influencer Sawyer Merritt is finding that 36% of respondents do not plan to buy SpaceX shares at IPO and 15.3% saying their decision depends on the valuation.


Whether the merger happens or not, the amended filing is seemingly moving markets and sharpened a debate that is no longer theoretical. SpaceX is weeks away from trading publicly, and Tesla shareholders are now watching every word of every filing for clues about what Musk plans to do next.

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Gene has been obsessed with cars since before he could legally sit in the front seat. Writer, researcher, unofficial CS support, accountant, native suit guy when needed, and overall stick poker. He approaches every story the way he approaches a road trip: with too much enthusiasm, not enough planning, and a surprisingly good outcome. gene@teslarati.com

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Elon Musk

Why Tesla Roadster unveiling delay might have nothing to do with it flying

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tesla roadster elon musk flying
Credit: Grok

Tesla announced on Monday that the Roadster event scheduled for today would be postponed due to the need for it to be held outside.

Less than 24 hours later, CEO Elon Musk broadened that by stating it was due to high winds, immediately sending everyone into a frenzy over the Roadster’s potential ability to fly.

And realistically, it could definitely have to do with it flying, hovering, or hopping; whatever Tesla has in mind for this demonstration could not be impacted by wind. However, it might have nothing to do with the vehicle flying whatsoever, and instead could be a simple precaution, as the Roadster is a very unique vehicle with some already official specs that are just mind-blowing.

Tesla will very, very likely be showcasing both the acceleration rate and potentially even a top speed demo at the event in Waco. Both of these demonstrations, performed with a vehicle that has such incredibly fast metrics, could easily be impacted by wind as well.

Tesla Roadster event requires restricted airspace, and the FAA obliges

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Top Speed Demo

At high speeds, aerodynamic forces are already overwhelmingly present. A crosswind or sudden gust adds a layer of sideways force that the tires must counter with slip angle. On a short demo course, that force can shove the car off the intended line, especially in a light car with a low frontal area and little mass to resist the push.

Electric cars, due to their battery packs, have an advantage of an extremely low center of gravity, giving them extra stability. However, the speeds at which the Roadster could travel at the demo could spell some issues if crosswinds are present.

Gusts are worse than a steady wind because the load changes faster than a driver can smoothly correct. That shows up as weaving or a late correction. Headwinds and tailwinds can also spell disaster. Headwinds cut a measured top speed but raise the power needed to get there or maintain it. Meanwhile, a tailwind can inflate the top speed, and downforce issues could become more noticeable.

Wind also loads the body unevenly. A low car can feel light on the upwind side or see a sudden change in downforce if the gust hits a wing or diffuser at an angle. Tire temperature and pressure might stay near a normal level, but lateral grip can be lost as the vehicle is spent fighting the wind.

Acceleration Demo

Launch and 0-60 MPH runs are shorter, so the car spends less time exposed to forces that could cause things to go awry. However, the first second is very sensitive, as a crosswind at launch could yaw the car before speed builds and prior to aerodynamic impact being too great. The driver will be required to correct traction control or manage how much the wheels are spinning, which will likely be corrected automatically by some sort of traction control system within the Roadster (we are fairly certain Tesla will implement something brilliant with it).

These things could cause an unstable run.

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A headwind would increase drag as speed rises, while a tailwind would do the opposite. Meanwhile, surface effects, like wind-driven dust, light debris, or even rain, could reduce grip at the exact moment the tires are asked for peak longitudinal force. Standing water plus a crosswind is a common reason an acceleration attempt might be scrapped.

Flying or Not

No matter what Tesla has in store for the Roadster, waiting for ideal conditions is a great idea. People who follow and support the company, along with the engineers involved in the Roadster program, have been waiting nine years since the last unveiling for this moment. Everything should be ideal.

Some speculate that it’s just not ready, and that’s ridiculous. Why would Tesla even schedule the event — albeit prematurely — after nine years if it was not ready? Why would they jump the gun now?

We were all excited for today, but it truly is the most ideal thing in the world to wait two more weeks so everything, including the weather, can be perfect. The delay is simply worth it. But Tesla, seriously, make this the last one.

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Elon Musk

SpaceX nails “Lucky 13” astronaut launch, leaning into Tesla tradition and superstition

SpaceX launched Crew-13 astronauts to the ISS Thursday, setting up a record fast Dragon docking.

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Crew Dragon sits atop Falcon 9 at sunrise on Cape Canaveral's pad 40, less than a day before four astronauts are set to launch to the ISS. (Credit: SpaceX)

SpaceX launched NASA’s Crew-13 mission to the International Space Station on Thursday morning, getting four astronauts to orbit despite a forecast of thunderstorms and gusty winds that had threatened to push the flight to Friday.

Falcon 9 lifted off from Space Launch Complex 40 at Cape Canaveral Space Force Station at 11:10 a.m. ET carrying Dragon Grace, NASA confirmed. On board are NASA commander Jessica Watkins, NASA pilot Luke Delaney, Canadian Space Agency astronaut Joshua Kutryk and Roscosmos cosmonaut Sergey Teteryatnikov. The first stage booster, B1101, landed at Landing Zone 40 beside the pad on its third flight after previously supporting Crew-12 and a Starlink mission.

It was the first spaceflight for Delaney, Kutryk and Teteryatnikov. Watkins, who flew on Crew-4 in 2022, became the first NASA astronaut to launch aboard a Crew Dragon twice.

Before launch, the crew rode to the pad in Teslas, a tradition on NASA’s SpaceX crew flights since 2020. This time the cars carried specialty plates reading “Lucky 13.” Watkins said the mission patch leans into the number on purpose, as a nod to Apollo 13 and the resilience of that crew.

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Grace is now on a short trip to the station. Docking at the forward port of the Harmony module is scheduled for about 7 p.m. ET, roughly 7 hours and 50 minutes after liftoff, which Space.com notes would be the fastest Crew Dragon transit to the ISS yet. Most Dragon flights take around 15 to 24 hours to catch the station. Hatch opening is planned for 8:25 p.m. ET.

The launch came more than two weeks later than originally planned. An oxidizer leak was found in Grace’s propulsion system in August, and NASA and SpaceX added time for tests. That pushed back the return of Crew-12, which has been aboard the station since February and is now set to splash down off Southern California next week. Crew-13 is expected to stay about six months.

SpaceX rescue mission for stranded ISS astronauts nears end — Here’s when they’ll return home

SpaceX already holds NASA orders for crew rotations through Crew-17, while Boeing is preparing an uncrewed Starliner flight to the station as early as December.

Crew-13 was only the first of three SpaceX launches planned for Thursday, as Teslarati previewed on Wednesday. A Falcon 9 launched its Transporter-18 mission from California today, where Google will be launching its first orbital artificial intelligence (AI) test satellite. Meanwhile, Falcon Heavy is set to launch the classified NROL-97 mission for the National Reconnaissance Office from Launch Complex 39A at 11:53 p.m. ET. Its two side boosters will return to Landing Zones 1 and 2, which means Central Florida could hear up to three sonic booms in a single day. The busy stretch follows Starship’s Flight 14 on Monday, which reached orbit for the first time.

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The Pentagon taps Elon Musk to design the battlefield of the future

Hegseth named Elon Musk to help lead Project Meridian, a Pentagon study of future warfare.

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Elon Musk has a new role in the Trump administration. Defense Secretary Pete Hegseth announced on war.gov Wednesday that Musk will help lead Project Meridian, a new Pentagon study meant to identify the weapons and technologies the U.S. military will need to fight wars decades from now.

Hegseth unveiled the project during his State of the Force address at Marine Corps Base Quantico in Virginia. Musk will direct the effort alongside Anduril founder Palmer Luckey and former House Speaker Newt Gingrich, working under Pentagon Chief Technology Officer Emil Michael. All three men were in attendance, and Hegseth said their first meeting would take place directly after the speech inside a secure compartmented facility, according to The Hill.

Hegseth said the group “will be focused on discovering, developing, and fielding the weapons and systems that our children and our grandchildren will need in their lifetimes, without any creative limitations or restrictions, on any future battlefield, from under the Earth to beyond the Moon.” He added that Meridian is not meant to produce new strategy or policy documents.

SpaceX to become America’s Military data backbone for missiles, drones, and warfighters

A memo released after the announcement gives Michael until January 28, 2027, to deliver findings, a window of 120 days. It names artificial intelligence, autonomy, directed energy, robotics and biotechnology as the fields expected to change how wars are fought. The results will come as a public report with a classified annex. The memo says the study will run through a partner organization it does not name, and it does not mention Musk directly. His role comes from Hegseth’s speech and a Pentagon press release.’

Musk had not commented publicly on the appointment as of Wednesday evening. This will be Musk’s first official advisory role in the administration since he left DOGE last year.

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The mandate overlaps heavily with Musk’s companies. SpaceX is one of the Pentagon’s largest contractors, with 2026 defense awards topping $8 billion, much of it tied to launches and a suspected Starshield buildout out of Vandenberg. The Pentagon’s release says Meridian will examine domains “from subterranean depths to the cislunar frontier,” which maps onto The Boring Company’s tunneling and Starship’s lunar plans. Tesla’s work on autonomy and Optimus falls within the fields the memo lists.

Meridian was one of six initiatives Hegseth announced Wednesday. Another is a new Autonomous Warfare Command, which the department wants operating as a four-star combatant command by October 1, 2027.

The news lands a day before SpaceX is scheduled to fly a classified National Reconnaissance Office payload on Falcon Heavy, one of three launches the company has planned for Thursday.

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