The potential IPO of SpaceX has positioned Elon Musk as the first individual globally to amass a personal fortune exceeding one trillion dollars. Beyond his substantial ownership in the rocket company, Musk also holds a significant number of shares in Tesla, another trillion-dollar enterprise he leads. A recent regulatory filing with the U.S. Securities and Exchange Commission has now disclosed the precise number of SpaceX shares Musk controls, a figure of considerable importance to investors in both companies, particularly given ongoing speculation that Musk is advocating for a merger between them.
48.4% Stake and 85% Voting Power: Musk's Absolute Command of SpaceX
According to the SEC documents, as of June 30th, Musk effectively controls approximately 6.42 billion shares of SpaceX, representing 48.4% of the company's total equity. Notably, only 849 million of these shares are Class A common stock; the remainder consists of Class B shares, which include restricted stock units and options. Class B shares carry ten times the voting power of Class A shares, granting Musk control over more than 85% of the total voting rights and the ability to make major business decisions unilaterally.
This overwhelming voting control allows SpaceX to execute large-scale acquisitions using its stock without significantly impacting Musk's authority. A prime example is the recent $60 billion acquisition of AI coding agent developer Cursor. Calculations suggest that even if all restricted stock units and options were fully exercised in the transaction, Musk's voting power would decline by less than one percentage point. Given the minimal impact of the Cursor deal on his voting influence, Musk could comfortably pursue even larger acquisitions using SpaceX equity without fearing a loss of control, which forms the core logic behind market speculation that he might seek to combine Tesla with SpaceX.
Why Musk Would Push for a Merger: The Answer Lies in Tesla's Incentive Plan
In early 2024, Musk publicly stated his desire to secure approximately 25% of Tesla's voting power to facilitate the company's transformation towards AI and robotics. As of June, he held just under 20% of the company. Last autumn, Tesla and Musk signed a new incentive scheme granting him additional Tesla shares upon achieving specific market capitalization and other milestones. A critical clause stipulates that if Tesla were to be acquired, some milestones would be considered met, with market cap-based rewards determined by the acquisition price.
This arrangement implies Musk could use SpaceX stock to offer a substantial premium for Tesla while receiving more Tesla shares in return. Consequently, the actual control he would cede in the combined entity would be far less than the acquisition price suggests on its surface. In fact, he could offer a staggering premium for Tesla stock without losing majority voting power in the merged company. As long as the premium is attractive enough, Tesla shareholders would have the incentive to vote for the merger, and since Musk fully controls the voting rights on the SpaceX side, the ultimate decision would effectively rest with him if shareholders believe SpaceX stock holds its value.
A Premium Tesla Acquisition: Why SpaceX Shareholders Might Not Celebrate
However, this scenario is not favorable news for existing SpaceX shareholders. Acquiring Tesla at a hefty premium is unlikely to align with their best interests. A similar situation unfolded earlier this year with the acquisition of xAI, which was considered a bargain for the AI company but significantly diluted the equity of existing SpaceX shareholders.
Of course, long-term investors in SpaceX are well aware of this dynamic. The ownership percentage disclosed in the SEC filing offers no substantive new information to the market, as estimates were already widely circulated. Investing in SpaceX is fundamentally a bet on Musk's vision for the future. The company's current valuation is built on optimistic projections for long-term revenue growth, profitability, and free cash flow. For investors willing to place their chips on Musk, the 48.4% ownership and 85% voting power represent both a source of confidence and the flip side of risk.
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