{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-097457","form_type":"8-K","ticker":null,"cik":"0001866550","company_name":"Thoughtworks Holding, Inc.","filed_at":"2024-11-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.175992+00:00","generated_at":"2026-05-30T01:08:44.325634+00:00","sec_items":["2.01","3.03","5.02","5.03","3.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Thoughtworks completes $1.75B go-private acquisition by Apax Funds; shares to be delisted","bullets":["Stockholders receive $4.40/share in cash; 48% premium over 30-day VWAP prior to deal announcement.","Transaction valued at ~$1.75B; funded by affiliates of Apax Partners LLP.","Shares to be delisted from Nasdaq; company files Form 25 and intends to file Form 15 to deregister.","Upon closing, Merger Sub directors become board of surviving corporation; existing officers continue.","Company will operate as privately held, focusing on long-term strategy and AI-enabled software services."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-097457","json":"https://secwatch.observer/filing/0001213900-24-097457.json","markdown":"https://secwatch.observer/filing/0001213900-24-097457.md","text":"https://secwatch.observer/filing/0001213900-24-097457.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1866550/000121390024097457/0001213900-24-097457-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1866550/000121390024097457/ea0220617-8k_thought.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T01:08:44.325634+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"354e49ea08a27b0fad2de3987ee887aef9c457d2","claim":"Thoughtworks Holding, Inc.: Certificate of incorporation amended and restated in its entirety upon merger.","evidence_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Fifth Amended and Restated Certificate of Incorporation ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1866550/000121390024097457/0001213900-24-097457-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"5970c73dffb86def1be1053f57a59b2ace751cf3","claim":"Thoughtworks Holding, Inc. underwent a change of control involving Tasmania Merger Sub, Inc.; Tasmania Midco, LLC (affiliates of Apax Funds) for $4.40 per share in cash; approximately $1.75 billion (closed 2024-11-13).","evidence_excerpt":"Corporation Law of the State of Delaware (“ Delaware Law ”)) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.40, without interest thereon (the “ Per Share Price ”), less any applicable tax withholdings. Treatment of Equity Awards Pursuant to the Merger Agreement, except as otherwise","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1866550/000121390024097457/0001213900-24-097457-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Tasmania Merger Sub, Inc.; Tasmania Midco, LLC (affiliates of Apax Funds)"},{"label":"Consideration","value":"$4.40 per share in cash; approximately $1.75 billion"},{"label":"Closing","value":"2024-11-13"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}