SEC documents reveal Musk's SpaceX ownership: 48.4% shares + 85% voting rights, is the merger with Tesla just one step away?

According to Zhitong Finance APP, SpaceX (SPCX.US)'s IPO has made Elon Musk the world's first individual with a net worth exceeding one trillion dollars. The founder of SpaceX not only holds a substantial stake in the company but also possesses a significant amount of shares in another trillion-dollar enterprise he leads, Tesla (TSLA.US).

Recently, a new regulatory document from the U.S. Securities and Exchange Commission (SEC) disclosed the number of shares Musk currently holds in SpaceX. This figure is crucial for investors in both publicly traded companies—especially against the backdrop of market speculation that Musk is pushing to merge the two companies.

48.4% Shares + 85% Voting Power: Musk's Absolute Control Over SpaceX

The SEC document shows that as of June 30, Musk effectively controls approximately 6.42 billion shares of SpaceX, accounting for 48.4% of the company's total equity. Notably, only 849 million of these shares are Class A common stock, while the remainder consists of Class B shares (including restricted stock units and options). The voting power of Class B shares is ten times that of Class A shares. Therefore, Musk controls over 85% of the total voting power at SpaceX, allowing him to unilaterally make significant business decisions.

With such overwhelming voting power, SpaceX can engage in large-scale acquisitions using stock, while Musk's control over the company remains largely unaffected.

A typical case is SpaceX's recent completion of a $60 billion acquisition of AI coding agency Cursor. Estimates suggest that even if all restricted stock units and options in the transaction are fully exercised, Musk's voting power would decrease by less than 1 percentage point.

Given that the acquisition of Cursor has minimal impact on Musk's voting power, he is fully capable of using SpaceX stock for even larger acquisitions without worrying about losing control of the company. This is the core logic behind market speculation that he may seek to merge Tesla with SpaceX.

Why is Musk Motivated to Push for a Merger? The Answer Lies in Tesla's Incentive Plan

At the beginning of 2024, Musk publicly stated that he hopes to gain about 25% of the voting power at Tesla to drive the company's transformation towards AI and robotics. As of June, he holds slightly less than 20% of Tesla's shares.

Last fall, Tesla signed a new incentive plan with Musk—when the company reaches specific market capitalization and other milestones, Musk will receive additional Tesla shares. The key clause is that if Tesla is acquired, some milestones will be considered achieved, and the market capitalization milestone rewards will be determined based on the acquisition price. This means that Musk can use SpaceX stock to pay a high premium for Tesla while receiving more Tesla shares in return. Consequently, the actual control he relinquishes in the merged company will be far less than what the acquisition price superficially suggests.

In fact, he can provide an astonishing premium for Tesla stock without losing the majority voting power in the merged company. As long as the premium is high enough, Tesla shareholders will have the incentive to vote in favor of the merger, while the voting power on the SpaceX side is entirely controlled by Musk. Therefore, if Tesla shareholders believe that SpaceX stock can retain its value, the decision to merge the two companies effectively lies in Musk's hands Acquiring Tesla at a Premium: Why SpaceX Shareholders Can't Smile

However, this is not good news for existing shareholders of SpaceX. Acquiring the highly valued Tesla at a significant premium is unlikely to align with the best interests of SpaceX shareholders.

A similar situation played out earlier this year with the acquisition of xAI—while that deal was considered a "bargain" for the AI company, it significantly diluted the equity of existing SpaceX shareholders.

Of course, long-term investors in SpaceX are well aware of this. The shareholding ratios disclosed in the SEC document did not reveal any substantial new information to the market—the market had already made rough estimates.

Investing in SpaceX is essentially a bet on Musk's vision for the future. The current valuation of the company is based on optimistic expectations for long-term revenue growth, profitability, and free cash flow. For investors willing to place their bets on Musk, the 48.4% shareholding ratio and 85% voting power are both a source of confidence and another side of risk