SpaceX IPO Next Week — One Line in the Filing Has Wall Street Whispering About a Tesla Takeover

One important caveat upfront: as of publication, a SpaceX acquisition of Tesla (TSLA) remains purely in the realm of analyst speculation — neither company has announced any such transaction. The discussion stems from a single new line added to SpaceX's amended IPO filing.^[Fortune]

What Changed in the Filing

SpaceX filed Amendment No. 1 to its Form S-1 on June 1, seeking listings on both Nasdaq and Nasdaq Texas under the ticker SPCX. The amended filing revised its target valuation to "at least $1.8 trillion," down from the ~$2 trillion ceiling floated in the original prospectus.

According to Reuters, SpaceX plans to sell approximately 555.6 million shares at $135 apiece, raising roughly $75 billion at an implied valuation of ~$1.75 trillion. The company kicked off its roadshow on June 4, with IPO pricing scheduled for June 11 and trading set to begin June 12. If completed at that size, it would be the largest IPO in history — raising more than twice the previous record.^{[TechStackIPO]}

The line drawing attention is a first-time disclosure that SpaceX "may issue a large number of shares for future transactions." Fortune reports that some Wall Street observers find the language too pointed to dismiss as standard boilerplate, and have flagged it as raising the odds of a Tesla acquisition.^[Fortune]

SpaceX's Business Breakdown

The prospectus makes clear how heavily SpaceX leans on Starlink. The satellite internet unit generated $11.39 billion in revenue last year — roughly 61% of company-wide revenue, up 32% YoY — and was the only division to turn a profit, contributing approximately $4.42 billion. By contrast, the launch business lost ~$657 million and the AI division ran a ~$6.35 billion deficit.^[CNBC]

On deal structure: SpaceX has reserved 5% of Class A shares for a directed allocation to employees and other insiders. Musk has also reportedly been in discussions to allocate as much as 30% of IPO shares to retail investors — well above the typical 5–10% range. As for index inclusion, the S&P 500 committee declined to fast-track SpaceX, but Nasdaq agreed to add it to the Nasdaq-100 within three months, bypassing the usual one-year waiting period.^[Fortune]

The Deal Math — and the Obstacles

Financial media have run the numbers on a potential Tesla transaction. Fortune pegs Tesla's current market cap at roughly $1.65 trillion; combined with SpaceX's ~$1.75 trillion target valuation, the merged entity would clock in at around $3.4 trillion. The catch: on a combined basis, the pro forma net income would be approximately negative $1 billion annually.^[Fortune]

Governance is the bigger hurdle. Musk's voting power at the two companies is starkly asymmetric: he controls roughly 85% of SpaceX votes but only about 20% at Tesla, where any major transaction would require board approval and a shareholder vote — an arena where Musk has faced resistance before. Tesla shares fell roughly 5% amid the merger speculation, touching ~$415.88.^{[The Motley Fool]}

What to Watch

The immediate catalysts are straightforward: IPO pricing on June 11, first trade on June 12. On the Tesla question, until SpaceX or Tesla makes a formal statement, it stays where it is — analyst conjecture.

This content is for informational purposes only and does not constitute investment advice, trading advice, or any guarantee of returns.