--- title: "SpaceX and Tesla boards weigh a $3.5 trillion merger over xAI's $40 billion GPU lease" description: "SpaceX marked Elon Musk's AI lab at $250 billion, spent $12.7 billion building its compute last year, and just locked $40 billion of GPU leases while burning cash. Two special committees now weigh a roughly $3.5 trillion merger, and the real question is whose shareholders carry the losses." publisher: "The Inference" section: "Deals" published: 2026-10-28T14:12:14.123Z modified: 2026-10-28T14:12:14.123Z canonical: https://theinference.org/article/spacex-and-tesla-boards-weigh-a-3-5-trillion-merger-over-xai-s-40-billion-gpu-lease language: en keywords: "SpaceX, Tesla, XAI, Elon Musk, Mergers, Data Centers" --- # SpaceX and Tesla boards weigh a $3.5 trillion merger over xAI's $40 billion GPU lease > SpaceX marked Elon Musk's AI lab at $250 billion, spent $12.7 billion building its compute last year, and just locked $40 billion of GPU leases while burning cash. Two special committees now weigh a roughly $3.5 trillion merger, and the real question is whose shareholders carry the losses. ## Two boards are talking, and Musk is barred from the room Bloomberg reported on October 27, 2026, that [Tesla](https://theinference.org/markets/companies/tesla)'s and [SpaceX](https://theinference.org/markets/companies/spacex)'s [boards have each formed special committees of independent directors to weigh a merger](https://www.bloomberg.com/news/articles/2026-10-27/spacex-and-tesla-turn-to-boards-cozy-with-musk-to-mull-a-merger) combining a SpaceX worth about $1.96 trillion with a Tesla worth about $1.61 trillion [1][2]. [Musk](https://theinference.org/markets/people/elon-musk), chief executive of both companies, is excluded from the talks. "[I'm a conflicted party, I can't actually be in the discussions](https://www.theverge.com/science/1014984/spacex-tesla-merger-elon-musk-special-committees)," he said on SpaceX's earnings call, describing the arrangement as "an odd kabuki dance" [1][3]. Neither committee has agreed on terms, and none are guaranteed [3]. ## The asset on the table is a $250 billion lab that loses money at scale What both boards are really dividing is [xAI](https://theinference.org/markets/companies/xai), the unit holding Grok, the X platform and the Colossus data centers. SpaceX bought it in February 2026 in an [all-stock deal that marked xAI at $250 billion and the combined company at $1.25 trillion](https://aifundingtracker.com/xai-valuation/), then took SpaceX public in June at $135 a share, raising about $75 billion [4]. The IPO filing showed the AI segment earned $3.2 billion in 2025, lost $6.36 billion from operations and spent $12.7 billion on capital projects [4]. In Q1 2026 alone its capex hit $7.72 billion, more than SpaceX's space and connectivity segments combined [4]. *Chart: **xAI's mark rose tenfold in 21 months before SpaceX folded it in** Line chart of xAI's private valuation rising from $24 billion in May 2024 to $250 billion at the SpaceX acquisition in February 2026.* *xAI's private valuation at each funding mark, from the AI Funding Tracker. Figures in billions of dollars. [4]* ## A $40 billion lease is waiting for whoever wins On October 26 SpaceX [filed an 8-K committing to roughly $40 billion of GPU finance leases](https://finance.yahoo.com/technology/ai/articles/spacex-strikes-40b-gpu-leasing-161956813.html): an [Apollo-managed entity](https://theinference.org/markets/companies/apollo-global-management) buys [Nvidia](https://theinference.org/markets/companies/nvidia)'s Vera Rubin chips and leases them back in tranches over about five years, [the largest committed GPU financing on record](https://digitalmarketreports.com/news/100420/spacex-secures-40-billion-in-gpu-financing-deal-with-apollo-for-ai-expansion/), ahead of the $36 billion [Broadcom](https://theinference.org/markets/companies/broadcom)-backed [Anthropic](https://theinference.org/markets/companies/anthropic) deal [5][6]. [Goldman Sachs](https://theinference.org/markets/companies/goldman-sachs) structured it, and [BlackRock](https://theinference.org/markets/companies/blackrock), Goldman Sachs Asset Management and KKR took commitments [6]. [Pimco alone is absorbing $4 billion of the debt](https://daily.semidoped.com/p/daily-update-october-27th-2026) [7]. ## Debt markets shut everyone else out, Starlink revenue got SpaceX in Musk was blunt about why SpaceX got terms nobody else can: [debt markets have "almost entirely shut off" companies whose revenue depends on AI data centers](https://decrypt.co/381848/spacex-40-billion-ai-chips-elon-musk-warns-most-neoclouds-will-die), and SpaceX qualified on Starlink and launch revenue [8]. CFO Bret Johnsen said the AI segment produced $7.6 billion of SpaceX's $14.6 billion in Q3 revenue while company-wide capex ran near $20 billion [6]. *Chart: **The AI segment's capex runs at several times its revenue** Column chart comparing the SpaceX AI segment's revenue against its capital expenditure for full-year 2025 and the first quarter of 2026.* *The AI segment's revenue against capital expenditure, from SpaceX's IPO filing. Figures in billions of dollars. [4]* *Chart: **Capex has outrun SpaceX's revenue for three straight quarters** Line chart of SpaceX quarterly revenue against capital expenditure from Q1 2025 to Q3 2026, with capex climbing past revenue as the AI buildout scales.* *SpaceX's quarterly revenue against capital expenditure, per its SEC filings. Q4 2025 figures were not reported; the company filed no revenue or capex for that quarter. [10]* ## The argument is over who bleeds In the first nine months of 2026 SpaceX [took in $27.08 billion of revenue and burned nearly $35 billion of cash](https://finance.yahoo.com/markets/stocks/articles/scott-galloway-warns-tesla-patient-213018121.html); Tesla earned $78.67 billion with positive free cash flow [9]. Scott Galloway, the NYU professor and investor, calls Tesla "the patient" and SpaceX "the organ donor" [9]. The bull case answers with growth: [AI segment revenue rose 830% year over year to $7.6 billion last quarter](https://247wallst.com/investing/2026/10/28/tesla-closed-up-4-at-407-heres-what-a-spacex-merger-could-mean-for-your-shares/) [2], and [Anthropic pays $1.25 billion a month for Colossus capacity through May 2029](https://theinference.org/article/anthropic-can-walk-from-84-5-billion-of-spacex-compute-on-90-days-notice-the-stock-is-at-103-times-sales) [4]. RBC sketched a hypothetical $480-per-Tesla-share offer and JPMorgan's premium math lands near $500 [9][2]. Investor Gary Black warns dilution eats the gain, and AEI's Derek Scissors flags a merger Washington could unwind in 2029 over Pentagon contracts and Tesla's China exposure [9]. ## The door that decides it No offer exists. Musk calls the merger "a good idea" but set the bar himself: [any deal needs a 50% vote of all Tesla shares](https://theinference.org/article/tesla-s-proxy-paves-a-spacex-merger-that-pays-musk-on-deal-price-alone), not just those cast [3]. Prediction traders give a 52% chance of announcement by June 2027 [2]. The document to watch for is the first formal exchange ratio from either committee. Until then, the $40 billion lease already has its collateral, SpaceX shareholders; what the committees are weighing is whether Tesla shareholders join them [2]. Related from The Inference: [Tesla's $1.53 billion cash beat was unpaid bills, and it lands in the $3.5 trillion SpaceX merger talks](https://theinference.org/article/tesla-s-1-53-billion-cash-beat-was-unpaid-bills-and-it-lands-in-the-3-5-trillion-spacex-merger-talks). ## Takeaway Two special committees, with Musk excluded, are weighing a roughly $3.5 trillion SpaceX-Tesla merger whose real subject is xAI: a $250 billion AI unit losing money at scale, now carrying a $40 billion GPU lease. No terms exist yet, and any deal needs half of all Tesla shares to vote yes. ## Sources 1. [Bloomberg, "SpaceX and Tesla Turn to Boards Cozy With Musk to Mull a Merger", 27 October 2026](https://www.bloomberg.com/news/articles/2026-10-27/spacex-and-tesla-turn-to-boards-cozy-with-musk-to-mull-a-merger) 2. [24/7 Wall St., "Tesla Closed Up 4% at $407. Here's What a SpaceX Merger Could Mean for Your Shares", 28 October 2026](https://247wallst.com/investing/2026/10/28/tesla-closed-up-4-at-407-heres-what-a-spacex-merger-could-mean-for-your-shares/) 3. [The Verge, "Tesla and SpaceX are discussing a possible merger, Musk says", 20 October 2026](https://www.theverge.com/science/1014984/spacex-tesla-merger-elon-musk-special-committees) 4. [AI Funding Tracker, "xAI Valuation 2026: $250B SpaceX Deal and Funding History", 28 October 2026](https://aifundingtracker.com/xai-valuation/) 5. [Yahoo Finance (PitchBook), "SpaceX strikes $40B GPU leasing deal with private credit players", 26 October 2026](https://finance.yahoo.com/technology/ai/articles/spacex-strikes-40b-gpu-leasing-161956813.html) 6. [DMR News, "SpaceX Secures $40 Billion in GPU Financing Deal With Apollo for AI Expansion", 28 October 2026](https://digitalmarketreports.com/news/100420/spacex-secures-40-billion-in-gpu-financing-deal-with-apollo-for-ai-expansion/) 7. [SemiDoped Daily, "Daily Update, October 27th, 2026", 27 October 2026](https://daily.semidoped.com/p/daily-update-october-27th-2026) 8. [Decrypt, "SpaceX Locks Up $40 Billion for AI Chips as Musk Warns Most Neoclouds Will Die", 26 October 2026](https://decrypt.co/381848/spacex-40-billion-ai-chips-elon-musk-warns-most-neoclouds-will-die) 9. [Benzinga via Yahoo Finance, "Scott Galloway Warns Tesla Is the 'Patient' and SpaceX Its 'Organ Donor'", 27 October 2026](https://finance.yahoo.com/markets/stocks/articles/scott-galloway-warns-tesla-patient-213018121.html) 10. [SpaceX, quarterly figures from its SEC filings, retrieved 28 October 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001181412) --- SpaceX and Tesla boards weigh a $3.5 trillion merger over xAI's $40 billion GPU lease — The Inference. Canonical: https://theinference.org/article/spacex-and-tesla-boards-weigh-a-3-5-trillion-merger-over-xai-s-40-billion-gpu-lease