SpaceX has closed its purchase of Cursor with 389,289,254 new shares, and the filing gives the pricing mechanism without giving the price

Three hundred and eighty nine million shares.

That is what Space Exploration Technologies Corp. handed to the owners of Anysphere, Inc. on Friday morning, in a filing accepted at 08:23 Eastern. Anysphere builds Cursor. The merger agreement was signed on 16 June, and the deal became effective on 14 August.

The exact figure is 389,289,254 Class A shares for Cursor's common and preferred stock, plus 1,752,426 more for vested restricted stock units.

The value was fixed and the share count was not

The filing states the two inputs that produced that number. One is an implied equity value for Cursor of $60.0 billion. The other is a price per SpaceX Class A share equal to the volume weighted average closing price over the seven consecutive trading days immediately before the closing.

Read together, those two facts describe a deal in which Cursor's owners were promised a quantity of money and SpaceX shareholders carried the risk of how many shares it took to pay it. A seven day average that only finishes on the day the merger closes cannot be known when the agreement is signed, so the share count in the 16 June announcement was an estimate and this one is the settlement of it.

What the filing does not print is the average itself.

Dividing the $60.0 billion by the 389,289,254 shares gives $154.13. Dividing it instead by all 464,535,053 shares, options and units the transaction touches gives $129.16. The real reference price is somewhere in that range, and which end it sits nearer depends on how much of Cursor's capitalisation the $60.0 billion was spread across, which this document does not say.

What was assumed rather than paid

Two further blocks of stock came across without being issued.

Unvested Cursor restricted stock units became approximately 29,128,326 SpaceX restricted stock units. Cursor stock options became approximately 44,365,047 options over SpaceX Class A stock. Neither is a share today. Together they are 73,493,373 shares that can arrive later, on vesting schedules and exercise decisions the filing does not describe.

Against what base

The 8-K gives no total share count, which is normal for the form and unhelpful for reading the number.

The most recent figure the company has published is on the cover of its quarterly report for the period ended 30 June: 7,696,293,669 Class A shares and 5,485,486,276 Class B shares outstanding as of 28 July. That is 17 days before this closing, so it is a reference point rather than the count at the effective time.

On that base, the 391,041,680 shares issued on Friday are 5.081 percent of the Class A stock and 2.967 percent of the two classes together. Add the assumed awards and the figures become 6.036 percent and 3.524 percent.

The shares were issued without registration, in reliance on the exemption in Section 4(a)(2) of the Securities Act of 1933 for a transaction by an issuer not involving any public offering. The filing is signed by Bret Johnsen, the chief financial officer.