In a court filing, Mr. Musk said he and other investors would pull their $97.4 billion bid if OpenAI withdrew its plan to change its structure.

Musk’s consortium, which includes VCs like Joe Lonsdale’s 8VC and SpaceX investor Vy Capital, is offering exactly $97.375 billion to buy out OpenAI, and says in the letter 100% of the purchase price “would be paid in cash.”