Space Exploration Technologies Corp. Announces Merger with Anysphere, Inc.

Details

(the 'Company'), X67 Inc., a wholly owned subsidiary of the Company, and Anysphere, Inc. (the 'Cursor') entered into an Agreement and Plan of Merger (the 'Merger Agreement'), pursuant to which X67 Inc. will merge with and into Cursor, with Cursor surviving the merger as a wholly owned subsidiary of the Company. The transaction is expected to close during the third quarter of 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, including receipt of requisite regulatory approvals. At 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 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.

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