Space Exploration (NASDAQ: SPCX) plans $60B all-stock merger with Cursor

Rhea-AI Filing Summary

Space Exploration Technologies Corp. agreed to acquire Anysphere, Inc. ("Cursor") through a stock-for-stock merger, valuing Cursor’s equity at $60.0 billion. A wholly owned subsidiary, X67 Inc., will merge into Cursor, which will become a wholly owned subsidiary of SpaceX.

At closing, each share of Cursor common and preferred stock will convert into the right to receive Class A common stock of SpaceX, using the $60.0 billion implied equity value and the volume-weighted average closing price of SpaceX Class A shares over the seven trading days before closing. The company currently expects the merger to close in the third quarter of 2026, subject to customary closing conditions, including required regulatory approvals.

The merger consideration will be issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act of 1933 as a private offering.

Insights

M&A and capital markets analyst

SpaceX plans a large all-stock acquisition of Cursor valued at $60B.

The company has signed an Agreement and Plan of Merger to acquire Anysphere, Inc. (Cursor) via a stock-for-stock transaction with an implied equity value of $60.0 billion. Consideration will be paid in Class A common stock, with the exchange ratio set using the seven-day volume-weighted average closing price before closing.

The transaction is contingent on customary closing conditions, including receipt of required regulatory approvals, and is expected to close in the third quarter of 2026. Because the merger consideration will be issued in reliance on Section 4(a)(2) of the Securities Act, the shares will be issued in a private, unregistered placement to Cursor’s security holders.

The deal size appears significant, but the net impact depends on integration outcomes, regulatory review, and the relative scale of Cursor compared with SpaceX. Subsequent filings and the full merger agreement, filed as Exhibit 10.1, may provide more detail on strategic rationale and any closing risks.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Implied Cursor equity value: $60.0 billion Expected closing period: Q3 2026 Pricing reference window: 7 trading days +2 more

5 metrics

Implied Cursor equity value $60.0 billion Merger consideration valuation for Anysphere, Inc. (Cursor)

Expected closing period Q3 2026 Company’s expectation for merger closing timeline

Pricing reference window 7 trading days VWAP period for SpaceX Class A stock before closing

Securities Act exemption Section 4(a)(2) Unregistered issuance of merger consideration shares

Merger agreement date June 16, 2026 Date Agreement and Plan of Merger was executed

Key Terms

Agreement and Plan of Merger, Merger Consideration, Section 4(a)(2), volume-weighted average closing price, +1 more

5 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"price ... preceding the closing of the Merger (the “Merger Consideration”)"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Section 4(a)(2) regulatory

"in reliance upon the exemption ... provided by Section 4(a)(2) thereof"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

volume-weighted average closing price financial

"equal to the volume-weighted average closing price thereof over the seven"

The volume-weighted average closing price is the average of a security’s closing prices over a chosen period, where each day’s closing price is given more influence if more shares traded that day. Think of it like calculating the average price you paid for apples but counting each day’s basket size so large purchases matter more than small ones. Investors use it to see the fairer, trade-weighted trend of price movement and to reduce the skew from low-volume days.

forward-looking statements regulatory

"This report contains forward-looking statements. Forward-looking statements include those"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

Space Exploration Technologies Corp.

(Exact name of registrant as specified in its charter)

Texas			001-43344			01-0627671
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
			1 Rocket Road Starbase, TX 78521 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (310) 363-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.001 per share

SPCX

The Nasdaq Stock Market LLC

Class A common stock, par value $0.001 per share

SPCX

Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On June 16, 2026, Space Exploration Technologies Corp. (the “Company”), X67 Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Anysphere, Inc. (“Cursor”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Cursor, with Cursor surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The transaction is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including, but not limited to, receipt of requisite regulatory approvals.

At the effective time (the “Effective Time”) of the Merger, each share of Cursor’s common stock and each share of Cursor’s preferred stock outstanding immediately prior to the Effective Time of the Merger will be automatically converted into the right to receive shares of the Company’s Class A common stock based on an implied equity value of Cursor of $60.0 billion and the price of the Company’s Class A common stock equal to the volume-weighted average closing price thereof over the seven consecutive trading days immediately preceding the closing of the Merger (the “Merger Consideration”).

The Company currently expects the Merger to close during the third quarter of 2026.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Merger Consideration to Cursor will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
10.1*						Agreement and Plan of Merger, dated June 16, 2026, by and among Space Exploration Technologies Corp., X67 Inc. and Anysphere, Inc.

____________

*    Certain of the schedules and exhibits to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to provide a copy of all omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.

Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements include those that express a belief, expectation, or intention, as well as those that are not statements of historical fact. Forward-looking statements contained in this report include information regarding the proposed Merger and expected closing date of the Merger. The forward-looking statements in this report speak only as of the date of this report. We undertake no obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. Forecasts, goals, milestones, and expectations inherently involve increased risks with respect to predictability and actual results may differ materially from current expectations. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, technological, environmental, political, and other risks, contingencies and uncertainties, which are difficult to predict and many of

which are beyond our control. These risks, contingencies, and uncertainties and other important factors are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the prospectus contained in our Registration Statement on Form S-1, filed on May 20, 2026, as amended (No. 333-296070). New risks emerge from time to time, some risks are inherently unknown to us, and it is not possible for our management to predict all such risks. All forward-looking statements in this report are expressly qualified in their entirety by the cautionary statements in this paragraph.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Space Exploration Technologies Corp.

Date: June 16, 2026

By:

/s/ Bret Johnsen

Name: Bret Johnsen

Title:   Chief Financial Officer

FAQ

What transaction did Space Exploration Technologies Corp. (SPCX) announce regarding Anysphere (Cursor)?

Space Exploration Technologies Corp. agreed to acquire Anysphere, Inc. (Cursor) through a stock-for-stock merger. Cursor will survive the merger and become a wholly owned subsidiary, with its shareholders receiving SpaceX Class A common stock as merger consideration.

How is Anysphere (Cursor) valued in the SpaceX merger agreement?

The merger implies an equity value for Anysphere (Cursor) of approximately $60.0 billion. Each share of Cursor common and preferred stock will convert into the right to receive SpaceX Class A common stock based on this valuation and a specified stock price formula.

How will the number of SpaceX shares issued to Cursor shareholders be determined?

The number of SpaceX Class A shares issued will be based on a volume-weighted average closing price over the seven consecutive trading days before closing. This price, combined with Cursor’s $60.0 billion implied equity value, determines the merger consideration per Cursor share.

When does Space Exploration Technologies Corp. expect the Cursor merger to close?

Space Exploration Technologies Corp. currently expects the Cursor merger to close during the third quarter of 2026. Closing is subject to customary conditions, including receipt of requisite regulatory approvals and satisfaction or waiver of other conditions in the merger agreement.

Will the SpaceX shares issued in the Cursor merger be registered with the SEC?

The shares issued as merger consideration will not be registered under the Securities Act. Space Exploration Technologies Corp. plans to rely on Section 4(a)(2) of the Securities Act, treating the issuance as a private transaction not involving a public offering.

What key document governs the merger between SpaceX, X67 Inc., and Anysphere (Cursor)?

The merger is governed by an Agreement and Plan of Merger dated June 16, 2026, among Space Exploration Technologies Corp., its subsidiary X67 Inc., and Anysphere, Inc. This agreement is filed as Exhibit 10.1 and sets the terms and closing conditions.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 742.1 KB