Material Agreement, Private Placement (Form 8-K)

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.