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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

The Starship moon landing number NASA and Elon Musk can’t agree on

Musk disputes NASA estimate of 22 Starship launches for Moon landing, predicting 6 to 8.

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Concept rendering of SpaceX Starship landing on the moon via Grok

Elon Musk is disputing a new NASA safety panel estimate of how many Starship launches it will take to put astronauts on the Moon, saying the real number will be less than half the panel’s figure.

On Thursday, NASA’s Aerospace Safety Advisory Panel held its quarterly public meeting. Panel member Charlie Precourt, a former NASA astronaut, flagged the fueling process for SpaceX’s lunar lander as a major risk for Artemis IV, the mission planned to land a crew on the Moon in 2028. “We need to keep our eyes on numerous required fuelings for the lander,” Precourt said, according to Ars Technica. “I think the last estimate is around 22 flights.”

Ars Technica’s Eric Berger posted the comment on X, and Musk replied. “That’s way too high,” Musk wrote. “Actual number will be more like 6 to 8.”

The disagreement comes down to a basic problem with sending a ship as large as Starship to the Moon. Starship burns nearly all of its propellant just reaching Earth orbit, so it cannot continue on to the Moon without stopping for a refill. SpaceX’s answer is a gas station in space. First, a Starship that works as a storage tank, called a depot, is launched into orbit. Then a series of tanker Starships launch one at a time, dock with the depot and pump their leftover propellant into it. Once the depot is full, the lunar lander version of Starship launches, docks, fills up and heads for the Moon.

Every tanker trip is its own full rocket launch, which is why the count matters. More launches mean more time, more cost and more chances for something to go wrong before astronauts ever leave Earth. Berger estimated that even if SpaceX reaches twice weekly Starship launches by the end of 2027, filling a depot at the panel’s number would still take roughly three months.

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How many tankers are needed depends mostly on how much propellant each one can carry to orbit and how much is lost along the way. Starship’s fuel and oxygen are stored at extremely cold temperatures, and some of it slowly boils off while waiting in orbit. More is lost in each transfer. NASA appears to be working from what Starship can lift today, while Musk’s range assumes a more capable rocket.

Musk has pushed back on higher counts before. In 2021, after a government document suggested 16 launches, he called that “extremely unlikely” and said eight tankers would be the most required.

Much of the answer depends on hardware SpaceX has not finished flying. As Teslarati noted earlier this year, the company plans to carry out the refueling process with its upgraded V3 Starship, and Precourt described Artemis IV as carrying “a large number of firsts.” He also praised NASA Administrator Jared Isaacman’s team for working to clear obstacles for both SpaceX and Blue Origin, whose Blue Moon lander does not rely on orbital refueling for its first mission.

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Tesla’s secretive “Project Crystal Sun” gets a big green light in Texas

Fort Bend County approved four incentive agreements Thursday for Tesla’s proposed $10.1 billion solar factory.

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Elon Musk stands in profile against a clear blue sky, with a bright overhead sun shining above a vast landscape of Tesla solar panels stretching to the horizon, and a smaller Texas flag flying on a pole to his right.

Fort Bend County commissioners on Thursday approved a package of tax incentives for Tesla’s proposed $10.1 billion solar cell factory near Needville, Texas, giving the company one of the last local approvals it needs before it decides where to build. All four Tesla agreements passed 4 to 0.

The votes covered a property tax abatement inside Reinvestment Zone No. 34, a Chapter 381 economic development agreement, a foreign trade zone non-objection paired with payments in lieu of certain taxes, and a separate payment in lieu of taxes “true up” agreement, according to agenda notes from the Fort Bend Commissioners Court meeting.

The project, known internally as “Project Crystal Sun,” would make solar cells and finished modules on roughly 3,000 acres near FM 762 and FM 1994, south of the Brazos River. As Teslarati reported when the filing first surfaced in August, Tesla’s application under the state’s JETI Act splits the investment into $1.5 billion in real property and $8.6 billion in equipment, with 9,712 permanent jobs projected by 2033 and commercial operations targeted for the first quarter of 2029. The plant would handle the full chain from ingot and wafer production through cell testing.

Inside Tesla’s secretive $10 Billion “Project Crystal Sun” filing

Thursday’s approval does not lock in the site. Tesla has told the Texas Comptroller it is still weighing other locations, and site selection adviser David Dennison told Lamar Consolidated ISD trustees in September that the race had narrowed to Fort Bend and one out of state rival with a “very compelling package,” according to the Houston Chronicle. Tesla hopes to decide before the end of 2026, and the incentives still need sign off from the Comptroller and the Governor’s office.

Local officials have now done nearly everything within their control. Commissioners created the reinvestment zone in an August 24 special meeting, with Interim County Judge Daniel Wong formally withdrawing himself over his engineering firm’s past work with Tesla. Lamar CISD trustees voted 7 to 0 on September 15 to advance a JETI agreement that would tax Tesla’s qualifying property at 50 percent of its value for maintenance and operations from 2029 through 2038.

The plant lines up with a target Elon Musk set on Tesla’s Q4 2025 earnings call in January, when he said the company would “work toward getting 100 GW a year of solar cell production, integrating across the entire supply chain from raw materials all the way to finished solar panels.” In March, Tesla was reported to be negotiating a $2.9 billion purchase of Chinese solar manufacturing equipment bound for Texas. The Houston area already hosts Tesla’s Megafactory in Brookshire, where Megapack 3 production has started. Tesla said on its Q3 call that Megapack supply for 2027 is nearly sold out, and Musk wrote on X Thursday that the company is “increasing production of Megapacks as much as possible,” as demand from data centers climbs.

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Tesla buyers are buying for Full Self-Driving and not for the car, data shows

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(Credit: Tesla)

Tesla Full Self-Driving (Supervised) showed a record attach rate at delivery for new vehicles in the third quarter of 2026.

75 percent of new vehicle deliveries in North America included a subscription to FSD software, up from 55 percent in the prior quarter, a 20-percentage-point sequential gain in the company’s most mature market.

Tesla Q3 2026 Earnings results: in-line revenues, slight beat on EPS

Tesla shed light on the Q3 Shareholder Deck that 75 percent of new deliveries came with an FSD subscription:

“FSD (Supervised)⁴ attach rate continued to grow, reaching over 75% of new vehicle deliveries in North America – our most mature market – a nearly twenty percentage point sequential increase. We believe that FSD is driving demand in markets where it is available, and we continue to work with regulators to get it approved in other markets. “

The higher attach rate accompanied strong growth in the overall FSD consumer base, as active subscriptions rose to 1.75 million, a 67 percent year-over-year increase. For the first time, more than half of paid customers are on the monthly subscription, which is priced at $99 per month in the U.S.

The transition to subscriptions has accelerated since Tesla discontinued the one-time purchase option in most markets earlier this year. The recurring model improves revenue visibility and margins compared with large upfront payments. With three-quarters of North American deliveries now including FSD, the software is now an evidently large contributor to Tesla’s economics and ancillary revenue.

Geographic expansion remains important for further gains. FSD is now available in nine countries in the EU, and more than 100,000 customers have driven over 160 million kilometers. Tesla is pursuing broader EU-wide approval, with a related vote expected in December. Similar progress in additional markets could support higher attach rates beyond North America.

These results came as Tesla had a strong quarterly delivery performance of 486,532 vehicles in the quarter, which came with its largest passenger-vehicle backlog in four years. Battery supply continued to limit volume, but the company has pointed to FSD as a clear difference-maker that is helping sustain demand. As supervised capabilities improve, the attach rate will likely continue to improve.

At face value, it is a key measure of how Tesla is converting sales into autonomy progress.

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