SpaceX closes $60 billion Cursor acquisition

Space Exploration Technologies Corp. has completed the acquisition of Anysphere, Inc., the company behind the Cursor AI coding platform, in a transaction valued at $60.0 billion. The deal was structured entirely as an all-stock transaction, with no cash consideration disclosed in the available materials. The closing of the transaction brings Cursor fully under SpaceX’s corporate umbrella.

As part of the merger consideration, holders of Cursor common and preferred shares received an aggregate of 389,289,254 shares of SpaceX Class A common stock. These shares represent the full stock-based payment for Cursor’s outstanding equity at the time of closing. The exchange ratios and detailed terms were set out in company regulatory materials prepared around the effective date of the merger.

The issuance of SpaceX Class A common stock as merger consideration was completed as an unregistered offering. The transaction relied on the exemption provided by Section 4(a)(2) of the Securities Act, which allows certain private offerings without registration. This framework enabled SpaceX to issue the large block of shares to Cursor security holders without conducting a public offering process.

The use of an all-stock structure and a private offering exemption means that Cursor security holders were compensated entirely in SpaceX equity. The merger did not involve registered, publicly offered securities as part of the consideration, based on the disclosed approach under Section 4(a)(2).

In addition to common and preferred shares, Cursor’s employee and incentive equity awards were comprehensively addressed in the transaction. Vested Cursor restricted stock units were converted into rights to receive an aggregate of 1,752,426 shares of SpaceX Class A common stock, subject to applicable tax withholdings. This provided vested RSU holders with direct exposure to SpaceX equity following the closing.

Unvested Cursor restricted stock units did not pay out immediately but were assumed by SpaceX and converted into approximately 29,128,326 SpaceX restricted stock units. Outstanding Cursor stock options were similarly assumed and converted into approximately 44,365,047 SpaceX stock options. These conversions preserved the equity-linked incentives of Cursor personnel within the new SpaceX capital structure, subject to the updated terms of SpaceX awards.

With the transaction now closed, Cursor operates as a wholly owned subsidiary of SpaceX. Cursor’s separate corporate status is maintained under SpaceX’s ownership, while its former shareholders and equity award holders now hold or are entitled to SpaceX securities. This structure allows SpaceX to consolidate Cursor’s operations while integrating its equity holders into SpaceX’s capitalization.

The completion of the merger formalizes the transfer of control over Cursor’s business and assets to SpaceX. All key elements of Cursor’s capital structure, including shares, restricted stock units, and options, have been either exchanged for or converted into SpaceX Class A common stock, restricted stock units, and stock options, in line with the detailed merger terms.