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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

Elon Musk just confirmed the Tesla and SpaceX merger step everyone was waiting for

Tesla and SpaceX formed special committees to weigh a merger, and Elon Musk supports it.

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Elon Musk confirmed Tuesday that Tesla and SpaceX have each formed special committees of independent directors to study a possible merger, the first formal step toward combining the two companies after months of speculation.

Musk made the disclosure during SpaceX’s third quarter earnings call. “Both SpaceX and Tesla have formed special committees to discuss this idea at the request of shareholders,” he said. “Because I’m a conflicted party, I can’t actually be in the discussions of the special committees.” He described the setup as “an odd kabuki dance where two groups of people are talking and I can’t be in the conversation.”

Musk did not hide where he stands. “Do I think it would be a good idea? Yes,” he said, pointing to shared work on super intelligence software, chip design, the Terafab facility in Austin, robotics, mass to orbit and connectivity. “I do think there’s a lot of merit to combining the companies as we are pretty much in the super intelligence singularity.”

He also tried to cool expectations. The committees have not agreed on terms for any transaction, and Musk said assuming a merger is a certainty “would be overstating it.” Any deal would go to shareholders, and on the Tesla side it would need approval from 50 percent of all outstanding shares, not just the shares that are voted. Musk called that “quite a high hurdle.”

That bar has tripped Tesla up before. The company’s 2025 attempt to declassify its board won support from only 39.4 percent of outstanding shares and failed. Musk’s own voting stake sits near 20 percent after he exercised his 2018 options in June, so a deal would need broad backing from institutions and a retail base that often leaves votes uncast.

Timing is another open question. Tesla filed its proxy statement Monday for its December 3 annual meeting, and the ballot has only three items: director elections for Musk, Robyn Denholm and JB Straubel, a say on pay vote and auditor ratification. Barclays analyst Dan Levy had argued that an announcement would need to land by late October or early November to make the annual meeting, as Teslarati noted in its SpaceX earnings preview. With no terms agreed, any vote would likely require its own special meeting.

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Elon Musk gives his most telling Tesla-SpaceX merger conversation yet

Musk has been edging toward this for weeks. At the All-In Summit in September, he asked “who can imagine what action one might take when there’s so much close collaboration,” Teslarati reported. Last week’s Roadster unveil, built around SpaceX derived cold gas thrusters, pushed the talk further. The two companies already share the Terafab chip project, and Tesla holds a small SpaceX stake that came from its earlier investment in xAI.

SpaceX brought strong numbers to the conversation. It reported Q3 revenue of $14.58 billion, up 161 percent year over year, with its Super Intelligence segment now its largest at $7.56 billion. A higher SpaceX valuation would shape any exchange ratio Tesla holders are offered.

Tesla reports its own third quarter results after the close on Wednesday, October 21. Investors had already ranked merger timing among the top retail questions for SpaceX’s call, and the committees will almost certainly come up again on Tesla’s.

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Investor's Corner

SpaceX delivers blockbuster Q3 results as Super Intelligence segment booms

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Credit: SpaceX

SpaceX reported its third-quarter 2026 financial results on October 20, posting the company’s first solidly profitable quarter since going public earlier in the year under the ticker $SPCX.

Revenue reached $14.58 billion, up 161 percent year-over-year from $5.6 billion, and well ahead of consensus estimates in the $12.7 to $12.9 billion range. The results highlight a rapid shift in SpaceX’s center of gravity toward artificial intelligence/super intelligence, while Starlink and traditional space operations continue to show robust progress.

Here are the key financial results for the quarter:

  • Revenue of $14.58 billion (+161% YoY)
  • Adjusted EBITDA of $8.8 billion (+306% YoY)
  • GAAP net income of $4.4 billion (versus a $1.1 billion net loss in the prior-year quarter)
  • Adjusted EPS of approximately $0.35 (versus roughly $0.13–0.16 expected)
  • Income from operations of $2.8 billion

The AI/SI segment generated $7.56 billion in revenue, an 830 percent year-over-year increase, making it the company’s largest segment for the first time. Growth was primarily driven by the activation of major cloud services agreements, the integration of Cursor (acquired earlier in 2026), and rising usage of Grok models and the newly introduced Grok Bot personal agent.

SI adjusted EBITDA reached $5 billion, and nameplate compute capacity stood at 1.7 GW at quarter-end, up from 1.4 GW in June and 0.6 GW a year earlier. Capital expenditures totaled $19.6 billion, with the majority allocated to AI infrastructure, including continued expansion of the Colossus facilities.

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The Connectivity segment, which primarily surrounds Starlink, produced $5.25 billion in revenue, a 69 percent year-over-year and 22 percent sequentially. These are pleasant results to see and expected, considering how many airlines have adopted Starlink over the past year.

Starlink consumer subscribers reached 13.6 million, an 89 percent increase from the prior year, and a sequential gain of 1.6 million. Consumer average revenue per user improved to $69. Meanwhile, Enterprise and Government revenue also grew strongly, and Starlink is now installed on more than 3,800 aircraft, making internet more accessible and better performing than previous options.

The Space segment also performed well and contributed $1.77 billion in revenue, up 6 percent year-over-year and 84 percent sequentially. A major milestone was the successful first revenue-generating Starship mission (Flight 14), which deployed 26 V3 Starlink satellites. Those satellites added roughly 10 times the downlink capacity of a typical Falcon 9 Starlink launch.

SpaceX completed 12 customer launches during the quarter, including NASA’s Nancy Grace Roman Space Telescope mission, and continued to grow its backlog of crewed, national security, and commercial flights.

CFO commentary noted that the combination of launch leadership, recurring Starlink revenue, and rapid SI expansion is producing meaningful operating leverage.

The company ended the quarter with roughly $90 billion in cash and marketable securities, providing substantial resources for ongoing investment while targeting an investment-grade balance sheet. Sequential revenue nearly doubled from the $7.81 billion reported in the second quarter, illustrating the pace of the AI-driven acceleration. Things are looking strong for SpaceX.

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What’s incredibly striking is the fact that SI has grown to be larger than the rest of the company in such a short amount of time. CEO Elon Musk said on the earnings call that Grok Bot is the “fastest-growing product I’ve ever seen,” so it seems that it could be a true keystone of SpaceXSI over the next few years.

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Investor's Corner

SpaceX reports its second earnings today: here’s what to expect

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Credit: SpaceX

SpaceX (NASDAQ: SPCX) will report its second public earnings call today since its IPO earlier this year, and there are a few things we expect to hear about, as well as Wall Street analysts, who have already outlined their expectations for the call.

Wall Street analysts have a consensus of $12.72 billion in revenue and an earnings per share (EPS) of $0.13. These are broken down into three sectors: Space, Connectivity, and AI/SI, which are perceived in this way:

  • Space: $1.41 billion
  • Connectivity: $4.84 billion
  • AI/SI: $6.47 billion

Other outlets cluster near $12.8 or $12.9 billion in revenue and $0.14 – $0.15 EPS. This implies a roughly 65 percent sequential growth from Q2’s $7.81 billion, driven mostly by AI/SI, with the first post-IPO positive EPS expected.

SpaceX just launched its secret Starfall saucer again

Here are the three things to watch for on the call:

AI Revenue Ramp and the $100B+ ARR target

AI is truly the swing factor for SpaceX, and analysts expect it to roughly double from Q2’s $2.56 billion and become about half of total revenue. Management previously guided to a $100 billion+ annualized run rate by December, including the Cursor acquisition, which was $60 billion, to close the quarter.

SpaceX makes first acquisition post-IPO

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Listen for updates on SpaceX’s compute capacity, especially pertaining to its contracts with Google, Anthropic, and others, revenue per watt, any new deals, and Cursor’s early contribution.

Starlink/Connectivity Metrics and Mobile Expansion

Connectivity remains a main profit engine for SpaceX. Subscriber additions will be something to pay attention to, as Q2 ended at 12 million and previews are looking at 14 million for this quarter. Additionally, ARPU trends, enterprise and government growth, and any commentary on Starlink Mobile will be something to pay attention to, especially following the recent low-band spectrum deal and FCC-related constellation approvals.

Capex Trajectory, Cash Burn/FCF, and Starship/Operational Updates

Q2 capex of roughly $18.4 billion weighed on the stock. Investors will look to scrutinize Q3 spending levels, any guidance on the pace into Q4/2027, free cash flow, backlog, and liquidity. Operational color on Starship (Flight 14 milestones and Flight 15 timing/reusability progress), Falcon cadence, and government/NASA contracts are also in focus.

Of course, there will also be some speculation on the potential Tesla-SpaceX merger, but there was nothing mentioned in the company’s proxy it sent earlier this week.

SpaceX will report earnings after market close today and will stream the call on X.

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