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Tesla and SpaceX form special committees on a merger; proxy keeps Robotaxi and Optimus milestones at 'not probable'; Q3 after the close tonight

Sources (4)

Musk confirmed on the SpaceX Q3 call on 20 Oct that the Tesla and SpaceX boards have each formed special committees of independent directors to study a merger. There are no terms and, in his words, no guarantee. The Tesla vote would need 50% of all outstanding shares, not 50% of the shares voted. That is a high bar:

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the 2025 proposal to remove supermajority voting won only 39.4% of outstanding shares. The proxy (19 Oct) also restates management's accounting judgement as of the end of 2025, already disclosed in earlier filings: only 1 of 12 operating milestones (20 million cumulative deliveries) is probable. The milestones for 10 million FSD subscriptions, 1 million Robotaxis in commercial operation and 1 million Optimus robots all sit in the 'not probable' bucket, accounting for $105.8 billion to $120.4 billion of unrecognised stock-based compensation. Q3 results come after the US close (morning of 22 Oct in Singapore).

Key evidence

  • On the SpaceX Q3 call on 20 Oct, Musk confirmed that both boards have formed special committees of independent directors to study a Tesla-SpaceX merger. He recuses himself because of the conflict. No terms have been agreed, and in his words there is 'no guarantee it happens' (The Verge, NBC and Bloomberg Law, same day). Tesla had not filed a related 8-K at the time of sending
  • In Musk's own words, the Tesla vote needs 50% of all outstanding shares in favour, not 50% of the shares voted. For reference, the 2025 proposal to remove supermajority voting won only 39.4% of outstanding shares (19 Oct proxy)
  • Governance set-up in the proxy (checked against the 19 Oct SEC filing): Ira Ehrenpreis, who chairs both the Compensation Committee and the Nominating and Governance Committee, has also sat on the SpaceX board since February 2026, yet the board still lists him as independent. Together with the Musk brothers, 3 of 9 directors have SpaceX ties
  • The retail voting programme, cleared by SEC staff in late September, lets retail holders register standing instructions to vote with the board. It takes effect from the next shareholder meeting (not the 3 Dec annual meeting) and has an opt-out specifically for 'merger/acquisition special matters'
  • The 2025 CEO pay package has a change-of-control provision. Electrek's reading: on a change of control, the operating milestones (FSD subscriptions, Robotaxi, Optimus) fall away, and the package pays out once on the market-cap milestones at the deal price and vests immediately
  • The proxy restates management's judgement as of the end of 2025, already disclosed in earlier filings: only 1 of the 12 operating milestones in the 2025 CEO award is deemed 'probable', namely 20 million cumulative vehicle deliveries. The milestones for 10 million active FSD subscriptions, 1 million Robotaxis in commercial operation and 1 million robots delivered all sit in the 'not probable' column. The corresponding unrecognised stock-based compensation expense is about $105.8 billion to $120.4 billion (Electrek and 10-Q figures)
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  • The proxy's one-page operating summary: FSD (Supervised) has passed 15 billion cumulative miles; Cybercab is in production at Giga Texas; the first Optimus production lines are being built
  • The A-share rumour 'Optimus V3 ready for mass production, weekly 400-500 units toward 1,000' comes from CITIC Securities supply-chain research, not the proxy. The proxy states only that the first production lines are being built, with no yield, price or external delivery date. On the primary source, treat Optimus as not yet in mass production
  • Related-party disclosure: xAI (now part of SpaceX) contributed about $430.1 million of revenue to Tesla in 2025, mostly from Megapack. AI data centres are now a real buyer for the energy storage business, and a merger would make this intercompany
  • Q3 results tonight after the US close (morning of 22 Oct in Singapore): watch Cybercab production, the ratio of remote operators to vehicles, litigation reserves and China gross margin

Catalysts to watch

  • 21-22 Oct: Tesla Q3 2026 results after the US close (morning of 22 Oct in Singapore)
  • 3 Dec: Tesla annual shareholder meeting, with only 3 routine proposals; a merger vote would come at the following meeting at the earliest
  • Pending: any Tesla 8-K confirming the formation of the special committee (none filed as of this brief)
  • Quarterly 10-Qs: watch for any milestone moving from 'not probable' to 'probable', the primary signal from management's own accounting judgement

Risks

  • Merger structure is the key governance variable: who acquires whom, and whether it counts as a change of control, will affect CEO pay vesting and the purity of the Robotaxi thesis
  • If a merger happens, Tesla shareholders are diluted into a conglomerate spanning rockets, satellites and AI compute. Robotaxi becomes a less pure play, and capex has to compete with SpaceX's launch needs
  • Needing 50% of outstanding shares is a hard threshold, and the 2025 precedent (39.4%) suggests approval is not a given
  • Board independence concerns: 3 of 9 directors (Ehrenpreis and the 2 Musk brothers) have SpaceX ties, and the retail voting programme, where the M&A opt-out is optional, may further amplify the board's control over outcomes
  • Management's own accounting view (Robotaxi and Optimus milestones not probable as of the end of 2025) contradicts the public hype, and it is a hard disclosure with audit sign-off
  • The A-share rumour about weekly Optimus V3 production has no source in the proxy: do not amplify it without citing the CITIC note

Sources 4

  1. The Verge, NBC News, Bloomberg Law (20 Oct): Musk on the SpaceX Q3 call confirming the special committees
  2. Tesla 2026 Proxy Statement (SEC, 19 Oct): primary document on governance, milestones and related-party transactions
  3. Electrek analysis (19-20 Oct): milestone probability and the change-of-control terms in the CEO pay package
  4. Tesla 10-Q (prior quarter): basis for the probability assessment of the operating milestones

A brief is a lead for our research, not a verified conclusion or advice.