Tesla and SpaceX explore merger that would unite 30,221 bitcoin

Elon Musk said on SpaceX's third-quarter earnings call Oct. 21 that the boards of Tesla and SpaceX have formed special committees of independent directors to weigh a merger that would combine the companies' 30,221 bitcoin onto a single balance sheet. Decrypt reported the treasury implications; CoinDesk reported the call and the ownership stakes involved.

Musk cautioned that treating a deal as "a certainty" would be "overstating it." He described himself as a conflicted party under securities rules and said he is not a member of either committee or involved in their talks. "It's an odd kabuki dance where two groups of people are talking, and I can't be in the conversation," he said, according to CoinDesk.

The bitcoin combined

Tesla reported 11,509 BTC in its most recent quarterly filing. SpaceX disclosed 18,712 BTC in the S-1 it filed ahead of its June IPO. Together that is 30,221 BTC, worth roughly $2.5 billion at Bitcoin's recent price near $83,000, Decrypt noted. The combined cost basis across both firms sits around $1 billion, implying an average buy price near $35,000 per coin.

SpaceX's stash was effectively invisible to public markets until its IPO filing, having quietly accumulated for years inside a private company. That position was more than double what blockchain trackers had previously attributed to SpaceX wallets, the report said. Neither company has signaled plans to buy or sell bitcoin, and both have held their positions static.

A merger would not change anything about Bitcoin itself. What a deal would alter is governance and accounting. One of the most closely watched corporate Bitcoin piles would sit inside a single public vehicle, subject to quarterly disclosures and the fair-value accounting that recently forced Tesla to book a loss as Bitcoin slid.

Ownership and process

Musk owns about 36% of SpaceX outright, rising to 48.4% including restricted shares and unexercised options, according to a June filing CoinDesk cited. His reported beneficial ownership of Tesla is 19.8%, including restricted compensation shares. Those stakes prevent him from participating in the independent-director discussions.

"The special committees have not reached agreement on the terms of any transaction," Musk said. Neither Tesla nor SpaceX has filed a merger registration with the Securities and Exchange Commission related to the discussions.

SpaceX shares jumped about 9% in premarket trading Oct. 22 after revenue of $14.58 billion exceeded the $12.7 billion consensus and earnings per share of 35 cents beat the 15-cent forecast, CoinDesk reported. Capital expenditure reached $19.59 billion, including $16.44 billion for AI. Tesla was due to report after Wednesday's close.

Reuters, citing a person with direct knowledge of the talks, reported Oct. 22 that Musk's public comments had rattled some insiders, who worry the endorsement could invite shareholder scrutiny and delay the process by several weeks. Advisers have been hired and discussions are at an early stage, three sources told Reuters. SpaceX approached Tesla in recent weeks, and the companies have been discussing structures including a SpaceX acquisition of Tesla or a merger under a new holding company, with an all-stock deal among the forms of consideration under review.

SpaceX completed its IPO in June, revealing the 18,712 BTC position in the process. Tesla has held bitcoin on its balance sheet since February 2021, when it disclosed a $1.5 billion purchase. If a merger closed on current holdings, the combined entity would rank among the largest non-mining corporate Bitcoin treasuries, trailing only Strategy and a small group of other public holders. Neither board has scheduled a final vote, and the special committees' work has no public deadline.

What Musk says the deal is for

Musk framed the tie-up around chips, artificial intelligence and software rather than crypto. "I do think there is a lot of merit to merging and a lot to be gained," he told analysts, the BBC reported. He pointed to Terafab, a joint Tesla-SpaceX computer chip manufacturing effort, and said the companies could cooperate on AI software development, chip design and robotics. SpaceX's cloud compute business rented capacity to companies including Anthropic and Google, generating $7.5 billion of revenue in the third quarter, up from $813 million a year earlier, according to BBC.

The deal would require shareholder approval on both sides. At least 50% of Tesla's shareholders would need to vote yes, a bar Musk described as "quite a high hurdle to achieve," the BBC noted. With Tesla valued at roughly $1.5 trillion and SpaceX at $2 trillion, a combination would mark one of the largest mergers in history. Tesla shares rose about 2% and SpaceX about 8% after Musk's comments, BBC reported.

Musk's consolidation push predates the merger talk. Before SpaceX's IPO, it acquired xAI and the social platform X, both previously Musk-owned. The pattern and Musk's dual chief executive role are why he sits out the special committees: he called himself a conflicted party and said even answering an analyst's question felt like "dancing through a minefield."

The treasury math remains contingent. A merged company would report one combined bitcoin position quarterly under fair-value accounting, replacing the split visibility of a private SpaceX filing and a public Tesla 10-Q. Until the committees agree on terms, the 30,221 BTC figure describes two separate balance sheets rather than one.