A filing from the rocket and satellite company said no determination on a merger has been made. Its shares fell 9% on Thursday, and prediction-market traders put the odds of an announced deal this year below one in five.
SpaceX has told investors that no decision has been made on a combination with Tesla, and that any deal would require several layers of approval, including from its controlling shareholder, Elon Musk.
"No determination by our special committee has been made regarding any potential combination, and any potential combination would be subject to further approval by our special committee, our board of directors and our controlling shareholder," the company said in its quarterly filing on Thursday.
SpaceX shares fell 9.1% to $144.75 in Thursday's regular session, and Tesla shares fell 3.1% to $374.58. Both moves came on a day when the Nasdaq Composite dropped 2.6%, and both came before the filing, which was made public after the close. SpaceX was quoted about 3% higher in early Friday trading, after a separate report on its wireless plans.
What the language does and does not say
The sentence is less a disclosure of news than a description of process. Both companies have formed special committees to evaluate a possible combination, a standard step when a deal involves a shared controlling shareholder and therefore a conflict of interest. Independent directors are meant to negotiate on behalf of minority shareholders.
The filing's emphasis on the controlling shareholder makes explicit what investors in both companies have assumed: nothing happens without Musk. It also confirms that the committee has not reached a view, which means there are no terms, no exchange ratio and no timetable.
What traders expect
On Polymarket, a contract that pays if a Tesla and SpaceX merger is officially announced by Dec. 31 traded at about 18.5 cents early Friday, little changed over the past day. That implies traders see a deal announcement this year as possible but unlikely.
Why the stock fell is unclear
Thursday's decline in SpaceX shares was large, but the day also brought a broad selloff in technology and AI-related stocks, so the drop cannot be tied to a single cause. It cannot have been a reaction to the filing, which came out after the close.
What to watch
Any statement from either special committee, and Tesla's next quarterly filing, which is due by Nov. 9.