Tesla's amended 10-K, filed April 30, recognized $430.1 million of 2025 revenue from xAI for Megapack purchases and $143.3 million from SpaceX for vehicles — $573 million of cross-revenue with two Musk-controlled entities, plus $11.4 million paid to SpaceX and $4 million paid to xAI for commercial and consulting services. [1] The number is not new in the way it sounds. Tesla disclosed the xAI line in January; the SpaceX line is the addition. What is structurally new is what happened to xAI between the original 10-K and the amendment.
The paper reported on May 5 that the $2 billion Series E preferred Tesla bought in January converted into SpaceX Class A common stock at the March 12 close, after FTC clearance, when xAI Holdings became a subsidiary of SpaceX in February. [2] That sequence — Series E preferred at xAI converting into SpaceX common after the parent acquires the issuer — is what makes the Megapack revenue line a related-party disclosure on the SpaceX S-1, not just a Tesla footnote.
Tesla's R24 disclosure to the SEC laid out the accounting cleanly: the equity investment is being recorded at cost on Tesla's balance sheet under ASC 321, with subsequent adjustment only for observable price changes; any change in basis flows through Other (expense) income, net. [3] That is the technical posture. The structural posture is that Tesla is now a public-market holder of SpaceX common — through the converted preferred — at the moment SpaceX is preparing to publicly file. The institutional buyers of the SpaceX IPO will, on day one, be alongside Tesla on the cap table.
Three Musk vehicles are simultaneously in motion this week. Tesla's amended 10-K is now public. The Oakland trial in Musk v. Altman entered Day 2 of Brockman's testimony, with discovery touching on Musk's contemporaneous use of Tesla resources during the OpenAI dispute. [4] And the SpaceX prospectus, drafting toward the May 15-22 window, must absorb the related-party schedule that Tesla just published. The SEC's reading lawyers — at the agency, at Morgan Stanley, at the issuer — have until end of next week to settle what the public document discloses about transactions that until April 30 were footnoted only by the seller.
The math the institutional buyers will run is simple. At a $1.75 trillion to $2 trillion valuation and $75 billion raised, SpaceX prices at roughly 95 to 115 times reported 2025 revenue, depending on which top-line figure prevails. [4] Inside that revenue stack, $430 million of Megapack purchases by xAI — now a SpaceX subsidiary — is intra-company. It does not survive consolidation. The disclosure is the point: the prospectus must show that the revenue line in xAI's segment of SpaceX's financials was paid to a Tesla controlled by the same CEO who runs the issuer. Item 404 of Reg S-K does not allow that to be invisible.
What is conspicuous in the amended 10-K is what is not in it. There is no separate disclosure of the xAI-to-SpaceX conversion gain or loss; Tesla's measurement-alternative election under ASC 321 lets the company sit on cost basis until an observable price change. The first observable price change will be the SpaceX IPO itself. When the public S-1 prices, Tesla's $2 billion converted position will mark to the offering price, and the Q2 10-Q will book a gain or loss in Other (expense) income, net. The number will not be small. The accounting is uncontroversial; the optics are the story.
The cumulative document set is now legible to institutional procurement. The xAI-to-SpaceX conversion is the through-line; the Tesla 10-K/A is the timestamp; the SpaceX prospectus is the receipt. Wednesday is the day on which the receipt becomes a fixed deadline rather than a speculative timeline.
-- THEO KAPLAN, San Francisco