Item 2.01. Completion of Acquisition or Disposition of Assets

Upon the closing of the Merger, we issued 571,459 shares of our Class A common stock to the former Dataxu securityholders.

Item 3.02. Unregistered Sales of Equity Securities

The information set forth in Item 2.01 of this Amendment No. 1 to Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The audited financial statements of Dataxu, Inc. as of December 31, 2018 and 2017, and for the three years ended December 31, 2018 are filed herewith as Exhibit 99.1, and are incorporated herein by reference. The unaudited financial statements of Dataxu, Inc. as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018 are filed herewith as Exhibit 99.2, and are incorporated herein by reference. The consent of PricewaterhouseCoopers LLP, Dataxu, Inc.'s independent auditor, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report on Form 8-K/A.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on September 30, 2019. The unaudited pro forma condensed combined statements of operations each give effect to the acquisition as if it had occurred on January 1, 2018 (the first day of Roku's year ended December 31, 2018). The unaudited pro forma condensed combined financial information of Roku, Inc. as of September 30, 2019 and for the nine months ended September 30, 2019, and the year ended December 31, 2018 are filed herewith as Exhibit 99.3, and are incorporated herein by reference.

(d) Exhibits



Exhibit                                      Description

  2.1(1)          Agreement and Plan of Merger, dated October 22, 2019, by and among
                Roku, Inc., Delaware Acquisition Company, Inc., Dataxu, Inc. and
                Shareholder Representative Services LLC, as Stockholder
                Representative and Amendment No. 1 to Agreement and Plan of Merger,
                dated November 8, 2019, by and among Roku, Inc., Delaware Acquisition
                Company, Inc., Dataxu, Inc. and Shareholder Representative Services
                LLC, as Stockholder Representative.

  23.1            Consent of PricewaterhouseCoopers LLP, Dataxu, Inc.'s independent
                auditor.

  99.1            Audited financial statements of Dataxu, Inc. as of December 31,
                2018 and 2017 and for the three years ended December 31, 2018.

  99.2            Unaudited financial statements of Dataxu, Inc. as of and for the
                nine months ended September 30, 2019 and 2018.

  99.3            Unaudited pro forma condensed combined financial information of
                Roku, Inc. as of September 30, 2019 and for the nine months ended
                September 30, 2019, and the year ended December 31, 2018.

  104           Cover Page Interactive Data File (formatted as inline XBRL and
                contained in Exhibit 101)

(1) Previously filed as Exhibit 2.1 to our Current Report on Form 8-K (File


    No. 001-38211) filed with the Securites and Exchange Commission on
    November 14, 2019, and incorporated by reference herein. We have omitted
    schedules and similar attachments to the subject agreement pursuant to Item
    601 of Regulation S-K. We will furnish a copy of any omitted schedule or
    similar attachment to the Securities and Exchange Commission upon request.

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