SpaceX has completed its $60 billion stock-based acquisition of Anysphere, bringing the Cursor coding platform into its SpaceXAI business as SPCX shares fell during Friday trading.
Summary
- Cursor has become a wholly owned SpaceX subsidiary after the merger took effect on Aug. 14.
- Cursor investors will receive 389.3 million SpaceX Class A shares under the transaction.
- SpaceX shares traded as low as $135.53 before recovering to about $140.
- Morgan Stanley has retained a $300 target and a $600 bull case for SPCX.
An SEC filing dated Aug. 14 showed that SpaceX completed the acquisition through X67 Inc., a subsidiary formed to carry out the transaction. X67 merged into Anysphere, leaving the Cursor developer as the surviving company and a wholly owned SpaceX subsidiary.
The closing came less than two months after SpaceX signed the merger agreement on June 16. Under its terms, the company valued Anysphere at an implied equity value of $60 billion and agreed to compensate its investors with SpaceX Class A common stock.
SpaceX has issued 389 million shares for Cursor
Cursor’s common and preferred shares outstanding immediately before the merger were automatically converted into rights to receive 389,289,254 SpaceX Class A shares, according to the filing.
SpaceX based the exchange on the volume-weighted average closing price of its Class A shares over the seven consecutive trading days before the acquisition closed. Rather than setting one fixed share price when the agreement was signed, the structure tied the final share count to SPCX’s recent market value.
Vested Cursor restricted stock units were separately converted into rights to receive 1,752,426 SpaceX Class A shares before applicable tax deductions. Holders will receive cash instead of fractional shares where the exchange calculation does not produce a whole share.
Unvested awards will remain tied to future service and vesting requirements. According to the filing, SpaceX assumed the outstanding awards and converted them into about 29,128,326 restricted stock units linked to its Class A shares.
Cursor employees and other holders also received approximately 44,365,047 options to purchase SpaceX Class A stock in place of their previous Anysphere options. Combined with the shares issued to existing investors, the converted awards leave Cursor’s workforce and shareholders exposed to the performance of the publicly traded company.
The SEC disclosure provides a direct U.S. angle for investors because the acquisition consideration consists of Nasdaq-listed SPCX shares. Existing shareholders will absorb the new Class A shares and converted equity awards, while former Cursor investors will gain exposure to SpaceX through the transaction.
The filing said SpaceX issued the merger consideration under Section 4(a)(2) of the Securities Act of 1933, an exemption for transactions that do not involve a public offering. Registration rights attached to the shares are governed by the merger agreement and related documents.
Cursor has joined the SpaceXAI product team
Confirming the closing in an X post, Cursor said its employees would join SpaceXAI and work on several products that already connect the two companies’ AI operations.
“Today, we have officially closed our acquisition. We will join the SpaceXAI team to help make Grok the world’s most useful AI and improve Grok Build, Grok Bot, Grok API, Cursor, and more,” the company said.
The statement points to continued use of the Cursor name, even though Anysphere now sits under SpaceX. Cursor did not announce immediate changes to customer accounts, subscriptions or access to its coding software in the post supplied with the announcement.
Work between the companies began before the merger agreement. SpaceX disclosed in earlier SEC documents that it entered into a compute and option agreement with Anysphere in April, giving the space company the right to buy the startup while the two sides worked together on AI models and related products.
SpaceX said in a quarterly filing that the compute arrangement gave Cursor access to GPU cluster capacity and supported joint work on Grok. The company also said the amount attributable to that collaboration during the three months ended June 30 was not material.
The acquisition plan became public on June 16, when the planned Cursor merger helped push SpaceX shares up more than 17% and briefly lifted the company’s market value to nearly $2.93 trillion, crypto.news reported at the time. SPCX reached an intraday record of $225.64 during the rally.
An earlier report on the company’s IPO filing language noted that SpaceX had warned investors about possible future equity issuance. The Cursor purchase has now shown how the company can use its listed shares to finance a large acquisition without paying the full $60 billion consideration in cash.
SPCX stock has slipped after the merger closed
SPCX opened Friday at $143 and moved between an intraday low of $135.53 and a high of $144.19, according to market data available after the merger announcement. Shares were last trading near $140, down about 0.9% from the previous close, after recovering from the session low.
The retreat left the stock slightly above its $135 initial public offering price but well below its June record. SpaceX sold shares to the public in June before joining the Nasdaq-100, giving American index funds and exchange-traded funds exposure to the company.
Its Nasdaq-100 index entry was expected to generate about $4.3 billion of automatic purchases by passive funds, according to a JPMorgan estimate cited in previous coverage. SPCX also trades through tokenized products and equity-linked perpetual contracts on crypto platforms, although such instruments do not always provide the same ownership or shareholder rights as the underlying stock.
For U.S. investors, the deal adds Cursor’s software business to a company already valued through its launch, satellite internet, defense, AI, and computing operations. The SEC filing does not provide a separate revenue figure, profit contribution, or post-merger valuation for Cursor beyond the $60 billion implied equity value used to calculate the transaction.
Morgan Stanley has tied its bull case to AI growth
Morgan Stanley analyst Adam Jonas has maintained an Overweight rating on SpaceX with a $300 base-case price target and a $600 bull-case target. Reaching the higher figure would value the company at about $8 trillion, according to the firm’s scenario.
In its latest assessment, Morgan Stanley projected that Cursor’s annual recurring revenue could rise from about $4 billion in June to $8 billion by the end of 2026 and approximately $33 billion by 2030. The estimates remain forecasts rather than figures reported by SpaceX in the acquisition filing.
Earlier Wall Street coverage showed that Morgan Stanley’s valuation also depended on Starship, Starlink, and space-based AI infrastructure. Goldman Sachs assigned a $205 price target at the time, while Citigroup set a $200 target.
Jonas said Cursor could account for part of SpaceX’s potential upside as investors receive more information about the company’s AI operations. His bull case also assumes lower costs for placing computing infrastructure in orbit and long-term growth in Starlink connections, conditions that SpaceX has not yet achieved at the scale used in Morgan Stanley’s model.
Source: https://crypto.news/spacex-stock-falls-as-60b-dollars-cursor-deal-closes/