Tesla's amended 10-K, filed with the SEC on April 30, contains a single sentence that travels into the SpaceX prospectus: X.AI Holdings Corp. — formed when X.AI Corp. and X Corp. merged in March 2025 — "later became a subsidiary of SpaceX in February 2026." [1] That sentence converts xAI Series E preferred stock into SpaceX Class A common, places xAI's $430.1 million in 2025 Megapack purchases from Tesla into SpaceX's related-party history, and adds the $143.3 million SpaceX vehicle line that hadn't been broken out in Tesla's January filing. The paper's May 6 standard on the conversion bleed named the architecture.

The full Tesla counterparty set in the 10-K/A: $573.4 million in revenue ($430.1M xAI + $143.3M SpaceX), $24.8 million in payments out ($11.4M to SpaceX commercial, $4M to xAI consulting, $3.3M to X advertising, $4.8M to Musk's security firm, $0.4M for SpaceX aircraft use), and $2 billion in equity invested via the xAI-to-SpaceX conversion. [2] xAI Megapack sales continued into 2026, with another $78.1 million through February alone. [3]

The auditor language — "rates generally available to unaffiliated third parties under the same or similar circumstances" — is the boilerplate. The signatory question is whether one CEO controlling all five counterparties, audited under that standard, survives the SEC's reading lawyers in the SpaceX public S-1 filing window. [4]

-- THEO KAPLAN, San Francisco