SpaceX, Tesla Boards Form Independent Panels to Weigh Merger

SpaceX and Tesla each formed a special committee of independent directors to evaluate a possible merger, TechCrunch reported, with the committees created at the request of shareholders and Elon Musk recusing himself as a conflicted party. Musk is the largest individual shareholder of both companies.

Tesla's committee is drawn from its seven independent directors: Robyn Denholm as chair, alongside Ira Ehrenpreis, JB Straubel, Joe Gebbia, Jack Hartung, James Murdoch and Kathleen Wilson-Thompson. SpaceX's committee is drawn from six independents: Ehrenpreis again, Randy Glein, Donald Harrison, Steve Jurvetson, Luke Nosek and Roelof Botha. Musk described his position as "an odd kabuki dance where two groups of people are talking, and I can't be in the conversation."

The two votes are not symmetrical. On the SpaceX side, Musk controls over 50% of voting power, so approval there is largely in his gift. Tesla requires 50% approval from all shareholders, a steeper hurdle given his smaller Tesla stake and the public float. Musk pitched the strategic case around AI software, robotics, the Starmind orbital AI data center, and the Terafab joint chip-manufacturing venture, but stressed the merger is "not a guaranteed outcome."

The companies have not published a term sheet. Musk said the committees "have not reached agreement on the terms of any transactions." This lands against a backdrop in which SpaceX's AI unit has been the loudest number in Musk's recent story — a thread AI Weekly has been tracking across 45 Musk-related alerts in the last ninety days — making the merger pitch read as an attempt to pull that upside inside Tesla's public currency.