---
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"
generated_at: "2026-05-30T01:08:44.325634+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Thoughtworks completes $1.75B go-private acquisition by Apax Funds; shares to be delisted

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-24-097457
- form_type: 8-K
- cik: 0001866550
- company_name: Thoughtworks Holding, Inc.
- filed_at: 2024-11-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.03, 5.02, 5.03, 3.01, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-097457
- JSON: https://secwatch.observer/filing/0001213900-24-097457.json
- Plain text: https://secwatch.observer/filing/0001213900-24-097457.txt

## Key facts
- Governance Changes
  Thoughtworks Holding, Inc.: Certificate of incorporation amended and restated in its entirety upon merger.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1866550/000121390024097457/0001213900-24-097457-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Tasmania Merger Sub, Inc.; Tasmania Midco, LLC (affiliates of Apax Funds)
  - Consideration: $4.40 per share in cash; approximately $1.75 billion
  - Closing: 2024-11-13
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1866550/000121390024097457/0001213900-24-097457-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.