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Tesla SolarCity merger may be delayed by shareholder lawsuits

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A special stockholder meeting in connection with Tesla’s proposed SolarCity acquisition is coming soon.

Over the weekend, Tesla published two items related to the acquisition: a notice of an upcoming event, the Record Date for the Upcoming Tesla Special Stockholder Meeting in Connection with SolarCity Acquisition, and an update the the S-4 Registration Statement, a.k.a the Merger Proposal.

In the first announcement Tesla intends to inform Tesla investors that the “record date for the determination of Tesla stockholders entitled to […] vote at the Tesla special stockholders meeting in connection with the SolarCity acquisition will be sometime during the week of September 19, 2016.”  In layman terms, this means that sometime this week, anyone that “settled” a TSLA stock purchase 3 days prior to this date will have the right to vote at the Tesla special stockholders meeting.

Because of the  T+3 system of settlement presently used in North America whereby stock trades settle three business days after the transaction is carried out, anyone purchasing TSLA stock this week will likely be unable to vote at the Tesla special stockholders meeting.

The second filing is an update to the original S-4 Registration Statement of August 31, 2016. Comparing the two version of the Merger Proposal, shows that the documents are effectively identical, except for a section entitled “Litigation Relating to the Merger” (on page 23 of the latest PDF).

In this section of the Merger Proposal, Tesla discloses that “between September 1, 2016 and September 14, 2016, four lawsuits were filed in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging the proposed Merger.” These lawsuits were filed by the City of Riviera Beach Police Pension Fund, Ellen Prasinos, the Arkansas Teacher Retirement System, and P. Evan Stephens.

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In the lawsuits it is alleged “that the members of the Tesla Board breached their fiduciary duties in connection with the proposed Merger and, in some cases, that SolarCity and members of the SolarCity Board aided and abetted breaches of fiduciary duties and that certain individual defendants would be unjustly enriched by the proposed Merger.”

Additionally the lawsuits claim that “Member of the Tesla Board [..] [in the S-4 document] filed on August 31, 2016 allegedly failed to disclose material facts in connection with the proposed Merger.”

The main goal of the lawsuits is the rescission of the proposed Merger. Tesla of course believes that the actions are without merit.

What does this all means? Probably not too much. The record date will be announced this week, and soon after the Tesla special stockholders meeting in connection with the SolarCity acquisition will be held. Approval is expected, given that most of the large shareholders, Mutual Funds and major Hedge funds, have already announced their approval.

The lawsuits, unless thrown out by the appointed judge, will likely only delay the actual closing off the agreement. One thing to also note is that almost every merger agreement results in shareholders lawsuits, so the Tesla situation is fairly common.

TSLA Stock Action

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TSLA stock is now officially back on the run. Looking at today’s chart, most of the technical indicators have now turned positive: we have 3 green bars of the Heikin-Ashi chart (the pay-day-cycle, showing the momentum is on the upside), the MACD has turned positive and the MACD averages are “pinching”. This was enough for me to initiate a buy on Friday of TSLA January 2017 $200 calls.

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Elon Musk

SpaceX just got the green light Starship has waited years for

The FAA has cleared Starship Flight 14, setting up SpaceX’s first orbital attempt on Monday.

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SpaceX has cleared the last regulatory hurdle standing between Starship and its first trip to orbit. The Federal Aviation Administration issued the launch license for Starship Flight 14 late Saturday, keeping the mission on track for liftoff Monday, September 28, from Pad 2 at Starbase, Texas.

The 75 minute launch window opens at 7:15 a.m. Central, and Boca Chica Beach closures are also scheduled for September 29 and 30 as backup dates. This will be Starship’s first revenue generating mission.

The license was the missing piece after SpaceX completed a full wet dress rehearsal with Booster 21 and Ship 41 on September 24. At the time, the company said the flight remained on track pending regulatory approval. Because Flight 14 flies an orbital profile, the FAA had to sign off on a modified license that met its safety, payload and financial responsibility requirements.

Observers combing through the new FAA paperwork also noticed that lightning no longer appears among Starship’s listed launch hazards. If that holds, it matters more for where Starship is headed than for Monday’s attempt. Florida and Louisiana, home to LC-39A and the planned Starbase Louisiana site, see some of the most frequent lightning in the United States.

SpaceX tells the FCC that Starship Flight 14 is going to orbit

Flight 14 is the mission SpaceX has been building toward for months. Ship 41 will carry 26 Starlink V3 satellites, the first operational V3 units to be deployed, and attempt roughly six orbits at about 275 kilometers over a flight lasting just under 10 hours. SpaceX says the ship will only perform its orbital insertion burn after flight controllers confirm enough hardware redundancy remains for the deorbit burn at the end of the mission. Ship 41 is targeting a splashdown in the Pacific west of Chile, while Super Heavy will return to the Gulf of Mexico.

The date carries some symbolism as well. A Monday launch would come 10 years and one day after Elon Musk first presented the Interplanetary Transport System, the design that became Starship, at the International Astronautical Congress in Guadalajara, Mexico.

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SpaceX has not announced what comes next, but air traffic planning slides reported this week, list Flight 15 no earlier than October 19 and a first Starship launch from LC-39A in Florida no earlier than October 30. Both dates depend on how Monday goes.

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Investor's Corner

Tesla Optimus Gen 3 shows off a cleaner, factory-ready design in new app discovery

Renders hidden inside Tesla’s Android app show Optimus Gen 3’s design before any official reveal.

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Tesla Optimus Gen 3 [Credit: Tesla]

Tesla may have accidentally given a first look at its newest Optimus Gen 3 humanoid robot when photos were found in the Tesla smartphone app.

Design files tucked inside a recent Android version of the Tesla app appear to show the third generation humanoid robot next to the older Gen 2.5 prototype. The assets were extracted from the app package by Tesla community member @wholemars, who posted the renders on X late Tuesday night before deleting them. The Tesla Newswire reshared the side by side comparison on Wednesday, and the images have circulated widely since.

Tesla Optimus Gen 2.5 vs Gen 3 comparison via @WholeMars on X

Tesla Optimus Gen 2.5 vs Gen 3 comparison via @WholeMars on X

The files are labeled “gen3” and were built as models for Tesla app’s own interface, as validated directly by Grok to be official.

The comparison shows a robot that looks built for a factory line rather than a lab bench. Gen 2.5’s exposed mechanical linkages and gold plating on the knees and shins are gone. In their place, Gen 3 uses matte black fairings on the lower legs, paired with a more contoured champagne gold body. Flexible covers now seal the joint where the torso meets the upper thighs, keeping bearings and moving parts sealed from debris and unnecessary contact.

The body panels fit more tightly, and the hands, which Tesla has said carry 22 degrees of freedom, look far more refined than those on earlier units.

This most recent leak fills a gap Tesla has left open for most of the year. Elon Musk said on March 31 that Optimus 3 was walking around but needed “some finishing touches” before it could be shown, a delay Teslarati covered when Tesla missed its first quarter reveal target. Musk later said Tesla would hold the design back until closer to production, partly to keep competitors from copying it. No reveal date has been announced.

The app itself has been preparing for Optimus for months. In July, code in the Tesla app pointed to a dedicated robot phone key, a consent screen for collecting video and spatial data while Optimus works inside a home, and an alert system for low battery and mechanical faults. Finished 3D models of Gen 3 suggest the interface owners will eventually use is moving past placeholder code toward something Tesla intends to ship.

Manufacturing is moving in parallel. Tesla tore out the original Model S and Model X lines at Fremont this summer to make room for Optimus production, with a planned capacity of one million robots a year. At Giga Texas, the steel frame of a dedicated Optimus factory is nearing completion ahead of a targeted 2027 start, with Musk pointing to an eventual output of 10 million units annually.

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Elon Musk

X changed how everyone gets paid, and this lawsuit shows why

X sued a Bitcoin account network over fake payouts as its creator pay model shifts

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Elon Musk’s X has taken a Bitcoin-focused engagement ring to court, and the case doubles as a receipt for how differently the platform pays creators today. The company filed suit in the High Court of England and Wales against Vivek Kumar Sen and Zamyang Sherpa, alleging the pair ran six accounts, including @Vivek4real_, @Bitcoin_Teddy and @TrendingBitcoin, as one coordinated operation to fake the kind of engagement that used to translate directly into money.

According to the filing, first reported by Gizmodo, the accounts posted near identical “BREAKING” crypto headlines seconds apart, in one case 11 seconds, then had three more handles like, reply to and repost the material to manufacture what X called “a false appearance of genuine, human communication and interaction.” X says the scheme pulled in at least £207,384, about $278,000, and pegs its own investigation and remediation costs at another £75,000. The accounts were suspended August 18. X general counsel James Burnham announced the case on X last weekend, writing that the company “will act forcefully to protect our platform and the earnings of genuine creators.” Musk’s own reaction, posted shortly after, was three words: “Don’t mess with 𝕏.”

The timing lines up with a a recent update to how X pays its creators. The program these accounts allegedly gamed, Creator Revenue Sharing, launched in mid 2023 and paid out based on how much a post got engaged with. Originality was never part of the formula, which is exactly how the platform ended up flooded with recycled clips, copy pasted “BREAKING” posts and replies engineered purely to farm reactions from paying subscribers.

X tried patching the model more than once, including an April cut to aggregator payouts and a March regional weighting change that Musk personally paused hours after it was announced. X retired Creator Revenue Sharing for good on September 7 and opened its replacement, Original Content Rewards, the next day.

The new math is stricter. Payouts now come only from qualified impressions, meaning unique Home Timeline views from Premium subscribers where at least half the post is visible, and replies no longer count toward eligibility at all. Copied posts, reuploaded media and reposts without meaningful changes are explicitly excluded. Allegra Jacchia, senior product manager for Creators at SpaceXAI, which now runs X’s product and AI work following xAI’s acquisition of the platform, put it bluntly, saying the goal is to reward creators who bring original ideas and perspective, “not those who have become best at gaming the system.”

Read that way, the lawsuit isn’t really about six crypto accounts. It’s X putting a dollar figure on what the old incentive structure cost, then suing to collect it right as the new one goes live. For live updates on how the case and the new rewards program shake out, follow @Teslarati on X.

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