Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 16, 2021, Turing Holding Corp., now Thoughtworks Holding, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Fourth Amended and Restated Certificate”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Third Amended and Restated Bylaws”), each of which became effective substantially concurrently with the consummation of the Company’s initial public offering of shares of its common stock (the “IPO”) on September 17, 2021.
Please see the descriptions of the Fourth Amended and Restated Certificate and the Third Amended and Restated Bylaws in the section titled “Description of Capital Stock” in the Company’s final prospectus, dated September 16, 2021, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the Registration Statement on Form S-1, as amended, filed on August 20, 2021 (File No. 333-258985).
The foregoing descriptions of the Fourth Amended and Restated Certificate and the Third Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text full text of the Fourth Amended and Restated Certificate and Third Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.
Item 8.01 Other Events.
On September 14, 2021, the Company priced the IPO at an offering price to the public of $21.00 per share (the “IPO Price”).
On September 14, 2021, in connection with the pricing of the IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters identified therein (the “Underwriters”), pursuant to which the Company agreed to offer and sell 16,429,964 shares of its common stock and certain selling stockholders agreed to offer and sell an aggregate of 20,412,142 shares of their common stock (collectively, the “Firm Shares”) at the IPO Price. Certain of the selling stockholders granted the Underwriters a 30-day option to purchase up to an additional 5,526,315 shares of Common Stock (the “Option Shares”), which was exercised by the Underwriters in full. The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed hereto as Exhibit 1.1.
On September 17, 2021, the IPO closed, and the selling stockholders and the Company delivered both the Firm Shares and the Option Shares, as applicable, to the Underwriters.
