Valuation, Regulatory Hurdles, and China Operations Threaten Tesla SpaceX Merger
Tesla and SpaceX face three primary obstacles that could complicate a potential merger between the two companies, according to Steve Westly, former Tesla board member and founder and managing partner of the Westly Group. Westly told CNBC that valuation, regulatory approvals, and Tesla’s activities in China represent the main hurdles for any combined corporate structure. Both enterprises currently hold valuations exceeding $1 trillion, requiring independent special committees from each board to negotiate terms.
Independent Committees Negotiate Share Exchange Ratios
Evaluating a merger where Elon Musk serves as CEO on both sides presents a central governance challenge. The valuation process establishes the share exchange ratio, determining how many SpaceX shares equal one Tesla share in value. Musk stated during the SpaceX third-quarter webcast that he is not allowed to participate in discussions involving independent directors. Musk believes that the assumption that a merger of SpaceX and Tesla is certain is exaggerated.

SEC Approval Adds Complexity to Merger
Regulatory sign-offs from the U.S. Securities and Exchange Commission add another layer of complexity. Tesla received SEC permission on September 29 for a retail voting program that allows smaller shareholders to submit preliminary votes aligned with the board. While Westly suggested this program could facilitate the merger, he still counts SEC authorization among the challenges facing the transaction. Analysts point out that approvals from both Washington and Beijing remain mandatory before any deal can close.
Manufacturing Footprint in Shanghai and National Security Reviews
China operations constitute the third major barrier to a corporate pairing. Reuters reported that SpaceX expects approximately one-fifth of its 2025 revenue to come from U.S. authorities, creating national security implications for Tesla’s factory in Shanghai. The Shanghai facility has been responsible for more than half of deliveries. JPMorgan analysts emphasize that approvals, particularly within China, could delay proceedings. Although The Wall Street Journal reported in July that Tesla executives received instructions to prepare for a separation of the China business, Musk publicly rejected that report.
Frequently Asked Questions
When did Tesla receive SEC permission for its retail voting program?
Tesla secured approval from the Securities and Exchange Commission for the retail voting program on September 29, allowing small-scale investors to submit preliminary votes matching board recommendations.
What proportion of 2025 revenue does SpaceX anticipate from U.S. government agencies?
SpaceX expects about one-fifth of its total 2025 revenue to originate from U.S. authorities, according to reporting by Reuters.
How much are Tesla and SpaceX valued at individually?
Both Tesla and SpaceX are valued at more than $1 trillion each, creating a massive corporate combination that requires rigorous valuation and regulatory review.
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