Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement



Effective upon the consummation of the U.S. Domestication, Atlassian U.S.
assumed from Atlassian UK its guaranty and other obligations under (a) the
Credit Agreement, dated as of October 28, 2020 (the "Credit Agreement"), by and
among Atlassian UK, Atlassian US, Inc., Bank of America, N.A., as Administrative
Agent and the lenders from time to time party thereto and (b) all other loan
documents entered into in connection with the Credit Agreement, as amended by
the First Amendment (as defined below) (the "Assumption").

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On September 30, 2022, prior to the consummation of the U.S. Domestication and
the Assumption, Atlassian UK entered into that certain Amendment No. 1 to Credit
Agreement (the "First Amendment") amending the Credit Agreement. The First
Amendment sets forth, among other things, the requirements for the assumption of
the obligations of Atlassian UK by Atlassian U.S. under the Credit Agreement and
provides that following the completion of the U.S. Domestication, the financial
statements required to be delivered under the Credit Agreement, as amended, will
be prepared in accordance with U.S. generally accepted accounting principles
("U.S. GAAP") and financial definitions under the Credit Agreement, as amended,
will be interpreted in accordance with U.S. GAAP.

The foregoing description of the First Amendment is not intended to be complete
and is qualified in its entirety by reference to the First Amendment, a copy of
which is included as Exhibit 10.1, and incorporated herein by reference.

Indemnification Agreements



Effective upon the consummation of the U.S. Domestication, Atlassian U.S.
entered into indemnification agreements (the "Indemnification Agreements") with
each of Atlassian U.S.'s directors and executive officers. The Indemnification
Agreements provide for indemnification of the directors and executive officers
of Atlassian U.S. to the fullest extent permitted under Delaware law as it now
exists or may in the future be amended, against all expenses, liabilities and
loss incurred in connection with their service as a director or executive
officer on behalf of Atlassian U.S. In addition, the Indemnification Agreements
provide that, to the extent not prohibited by applicable law, Atlassian U.S.
shall pay the expenses, including attorneys' fees, incurred by a director or
executive officer of Atlassian U.S., in defending any action, suit or proceeding
. . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



The information set forth under the heading "Credit Agreement" under Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item
2.03.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to the Rights of Security Holders.

The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Officers



In connection with the completion of the U.S. Domestication, the directors of
Atlassian UK immediately prior to the completion of the U.S. Domestication
became the directors of Atlassian U.S. In addition, following completion of the
U.S. Domestication, Atlassian U.S. replicated the structure of the committees of
the board of directors that previously were in place for Atlassian UK.
Membership of the Atlassian U.S. board of directors and committees of the
Atlassian U.S. board of directors following the completion of the U.S.
Domestication is as set forth in the first table below. The executive officers
of Atlassian U.S. are set forth in the second table below. Information regarding
Atlassian U.S.'s directors, executive officers and committee members is included
in the Proxy Statement under the headings "Directors and Officers of New
Atlassian" and "Corporate Governance Overview" and Atlassian UK's Annual Report
on Form 20-F for the year ended June 30, 2022 under the heading "Directors and
Senior Management" and is incorporated herein by reference.

                                                               Compensation and             Nominating and
                                              Audit         Leadership Development       Corporate Governance
Director Name                   Board       Committee             Committee                   Committee
Shona L. Brown                    x*                                  x
Michael Cannon-Brookes            x
Scott Farquhar                    x
Heather M. Fernandez              x             x                                                 x
Sasan Goodarzi                    x                                   x*
Jay Parikh                        x                                   x
Enrique Salem                     x             x                                                 x
Steven Sordello                   x             x*
Richard P. Wong                   x                                                               x*
Michelle Zatlyn                                 x



* Chair



Name                     Title
Michael Cannon-Brookes   Co-Founder and Co-Chief Executive Officer
Scott Farquhar           Co-Founder and Co-Chief Executive Officer
Joseph Binz              Chief Financial Officer
Anutthara Bharadwaj      Chief Operating Officer
Cameron Deatsch          Chief Revenue Officer
Gene Liu                 Corporate Controller and Principal Accounting Officer
Rajeev B. Rajan          Chief Technology Officer


Equity Plans

Upon the completion of the U.S. Domestication, Atlassian U.S. assumed the
following equity incentive plans (collectively, the "Equity Incentive Plans"):
the Atlassian Corporation Plc 2015 Share Incentive Plan (the "2015 Plan"), the
Atlassian Corporation Plc 2013 U.S. Share Option Plan (the "2013 Plan") and the
Atlassian Corporation Plc 2015 Employee Share Purchase Plan (the "ESPP"). In
connection with its assumption of the Equity Incentive Plans, Atlassian U.S.
amended and restated the 2015 Plan as the Atlassian Corporation Amended and
Restated 2015 Share Incentive Plan, the ESPP as the Atlassian Corporation
Amended and Restated 2015 Employee Share Purchase Plan and the 2013 Plan as the
Atlassian Corporation Amended and Restated 2013 U.S. Share Option Plan to
reflect the assumption and changes in applicable law and to provide for the
securities to be issuable in connection with equity awards will be shares of
Atlassian U.S. Class A common stock instead of Atlassian UK Class A ordinary
shares. In addition, Atlassian U.S. assumed each option to purchase Atlassian UK
Class A ordinary shares and restricted share unit award covering Atlassian UK
Class A ordinary shares that was outstanding under an Equity Incentive Plan and
amended the option or restricted share unit award to reflect the assumption and
to provide for the securities issuable in connection with the exercise or
settlement of the option or award to be Atlassian U.S. Class A common stock.
Each offering under the ESPP was continued under the Amended and Restated 2015
Employee Share Purchase Plan, provided that the securities sold in the offering
will be Atlassian U.S. Class A common stock instead of Atlassian UK Class A
ordinary shares The Equity Incentive Plans, as amended and restated, are filed
as Exhibits 10.3 - 10.5 hereto and incorporated herein by reference.

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Executive Severance Plan



Upon the completion of the U.S. Domestication, Atlassian U.S. assumed the
Atlassian Corporation Plc Amended and Restated Executive Severance Plan and
amended and restated the plan as the Atlassian Corporation Amended and Restated
Executive Severance Plan (the "Severance Plan") and amended the participation
agreements under the Severance Plan to reflect the assumption. The Severance
. . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



In connection with the U.S. Domestication, Atlassian U.S. filed an Amended and
Restated Certificate of Incorporation on September 27, 2022, a copy of which is
attached hereto as Exhibit 3.1 (the "Certificate"). In addition, Atlassian U.S.
adopted Amended and Restated Bylaws effective as of September 30, 2022, a copy
of which is attached hereto as Exhibit 3.2 (the "Bylaws"). A summary of the
material terms of the Certificate and the Bylaws of Atlassian U.S. is set forth
under the heading "Description of Atlassian U.S. Capital Stock" under Item 8.01
of this Current Report on Form 8-K and is incorporated by reference into this
Item 5.03.

Such descriptions do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate and the Bylaws, copies
of which are attached hereto as Exhibits 3.1 and 3.2 hereto, respectively, each
of which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.



On October 3, 2022, Atlassian U.S. issued a press release announcing the
effectiveness of the Scheme and the completion of the U.S. Domestication. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made by Atlassian U.S. under
the Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information contained in this Item 7.01,
including Exhibit 99.1.


Item 8.01 Other Events.

Description of Atlassian U.S. Capital Stock



Atlassian U.S. has one class of securities registered under Section 12 of the
Exchange Act: its Class A common stock. The following description of Atlassian
U.S.'s capital stock is a summary. This summary is subject to the General
Corporation Law of the State of Delaware (the "DGCL") and the complete text of
the Certificate and Bylaws which are incorporated herein by reference.

General

Atlassian U.S.'s authorized capital stock consists of 750,000,000 shares of Class A common stock, par value $0.00001 per share, 230,000,000 shares of Class B common stock, par value $0.00001 per share and 10,000,000 shares of preferred stock, par value $0.00001 per share.

Common Stock



Atlassian U.S. has two classes of authorized common stock: Class A common stock
and Class B common stock. Only Atlassian U.S.'s Class A common stock is
registered under Section 12 of the Exchange Act, and trades on the Nasdaq Global
Select Market under the ticker symbol "TEAM."


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Voting Rights



Shares of Atlassian U.S. Class A common stock are entitled to one vote per share
and shares of Atlassian U.S. Class B common stock are entitled to ten votes per
share. The holders of Atlassian U.S. Class A common stock and the holders of
Atlassian U.S. Class B common stock will generally vote together as a single
class on all matters submitted to a vote of Atlassian U.S. stockholders, unless
otherwise required by Delaware law or the Certificate. Delaware law could
require either holders of Atlassian U.S. Class A common stock or holders of
Atlassian U.S. Class B common stock to vote separately in the following
circumstances:

• If Atlassian U.S. were to seek to amend the Certificate to increase or

decrease the par value of a class of its capital stock, then that class would


      be required to vote separately to approve the proposed amendment;

• if Atlassian U.S. were to seek to amend the Certificate to increase or

decrease the aggregate number of authorized shares of Atlassian U.S. Class B


      common stock; and

• if Atlassian U.S. were to seek to amend the Certificate in a manner that

alters or changes the powers, preferences, or special rights of a class of

its capital stock in a manner that would affect its holders adversely, then

that class would be required to vote separately to approve the proposed

amendment.




Stockholders will not be entitled to cumulative voting for the election of
directors. As a result, the holders of a majority of Atlassian U.S.'s voting
power will be able to elect all of the directors then standing for election. A
holder of shares of Atlassian U.S. Class B common stock (together with its
permitted transferees) will not be entitled to exercise voting rights in
Atlassian U.S. in excess of 49.9999%, unless the Atlassian U.S. board of
directors resolves otherwise.

Conversion Rights



Each outstanding share of Atlassian U.S. Class B common stock will be
convertible at any time at the option of the holder into one share of Atlassian
U.S. Class A common stock. Each share of Atlassian U.S. Class B common stock
will convert automatically into one share of Atlassian U.S. Class A common stock
in the following circumstances:

• upon the written consent of the holders of at least 66.66% of the total


      number of outstanding shares of Atlassian U.S. Class B common stock;

• if the aggregate number of shares of Atlassian U.S. Class B common stock then

outstanding comprises less than ten percent (10%) of the total number of

shares of Atlassian U.S. Class A common stock and Atlassian U.S. Class B


      common stock then outstanding; and

• upon any transfer to a person that is not a permitted transferee described in

the Certificate.

Once converted into shares of Atlassian U.S. Class A common stock, the Atlassian U.S. Class B common stock may not be reissued.

Dividends



Any dividend or distribution paid or payable to the holders of shares of
Atlassian U.S. Class A common stock and Atlassian U.S. Class B common stock
shall be paid pro rata, on an equal priority, pari passu basis, unless different
treatment of the shares of each such class is approved by the affirmative vote
of the holders of a majority of the outstanding shares of Atlassian U.S. Class A
common stock and by the affirmative vote of the holders of a majority of the
outstanding shares of Atlassian U.S. Class B common stock, each voting
separately as a class.

Liquidation



In the event of Atlassian U.S.'s liquidation, dissolution or winding up,
Atlassian U.S.'s remaining assets legally available for distribution to
stockholders shall be distributed ratably on a per share basis to the holders of
shares of Atlassian Class A common stock and Atlassian U.S. Class B common
stock, unless disparate or different treatment of the shares of each such class
is approved by the affirmative vote of the holders of a majority of the
outstanding shares of Atlassian U.S. Class A common stock and by the affirmative
vote of the holders of a majority of the outstanding shares of Atlassian U.S.
Class B common stock, each voting separately as a class. These provisions will
also apply in the event of certain mergers, consolidations, business combination
or other similar change in control transactions, unless the Atlassian U.S. board
of directors determines otherwise.


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Subdivisions and Combinations



If Atlassian U.S. subdivides, combines or reclassifies outstanding shares of
Atlassian U.S. Class A common stock or Atlassian U.S. Class B common stock, then
the outstanding shares of the other class will be subdivided, combined or
reclassified in a manner that maintains the same proportionate equity ownership
between the shares of Atlassian U.S. Class A common stock and the Atlassian U.S.
Class B common stock, unless different treatment of the shares of each such
class is approved in advance by the affirmative vote of the holders of a
majority of the outstanding shares of Atlassian U.S. Class A common stock and by
the affirmative vote of the holders of a majority of the outstanding shares of
Atlassian U.S. Class B common stock, each voting separately as a class.

No Pre-Emptive or Similar Rights

Holders of shares of Atlassian U.S. common stock have no preemptive, subscription or redemption rights. There are no redemption or sinking fund provisions applicable to Atlassian U.S. common stock.

Fully Paid and Non-Assessable

All of the outstanding shares of Atlassian U.S. Class A common stock and Atlassian U.S. Class B common stock are fully paid and non-assessable.

Preferred Stock



The Atlassian U.S. Certificate authorizes the board of directors of Atlassian
U.S. to issue preferred stock in one or more series from time to time and to
determine the preferences, limitations and relative rights of any shares of
preferred stock that it shall choose to issue, without vote or action by the
stockholders.

Annual Stockholder Meetings

The Atlassian U.S. Certificate and Bylaws provide that annual stockholder
meetings will be held at a date, place (if any) and time, as exclusively
selected by the Atlassian U.S. board of directors. To the extent permitted under
applicable law, Atlassian U.S. may but is not obligated to conduct meetings by
remote communications, including by webcast.

Anti-Takeover Effects of Provisions of the Atlassian U.S. Certificate and Bylaws and Delaware Law



The DGCL and the Atlassian U.S. Certificate and Bylaws contain provisions that
may delay, defer, or discourage another party from acquiring control of
Atlassian U.S. Atlassian U.S. expects that these provisions, which are
summarized below, will discourage coercive takeover practices or inadequate
takeover bids. These provisions are also designed to encourage persons seeking
to acquire control of Atlassian U.S. to first negotiate with Atlassian U.S.'s
board of directors, which Atlassian U.S. believes may result in an improvement
of the terms of any such acquisition in favor of Atlassian U.S. stockholders.
However, they will also give Atlassian U.S.'s board of directors the power to
discourage acquisitions that some stockholders may favor.

Delaware Anti-Takeover Statute



Atlassian U.S. is subject to Section 203 of the DGCL, which prohibits persons
deemed "interested stockholders" from engaging in a "business combination" with
a publicly-held Delaware corporation for three years following the date these
persons become interested stockholders unless the business combination is, or
the transaction in which the person became an interested stockholder was,
approved in a prescribed manner or another prescribed exception applies.
Generally, an "interested stockholder" is a person who, together with affiliates
and associates, owns, or within three years prior to the determination of
interested stockholder status did own, 15% or more of a corporation's voting
. . .

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.      Description

3.1*         Amended and Restated Certificate of Incorporation of Atlassian
           Corporation, adopted as of September 27, 2022.

3.2*         Amended and Restated Bylaws of Atlassian Corporation, adopted as of
           September 30, 2022.

10.1*        Amendment No. 1 to Credit Agreement, dated as of September 30, 2022,
           by and among Atlassian Corporation, Atlassian US, Inc., Bank of
           America, N.A., as Administrative Agreement, and the other

lenders party


           thereto.

10.2*        Form of Indemnification Agreement.

10.3* Atlassian Corporation Amended and Restated 2015 Share Incentive Plan.




10.4*        Atlassian Corporation Amended and Restated 2013 U.S. Share Option
           Plan.

10.5*        Atlassian Corporation Amended and Restated 2015 Employee Share
           Purchase Plan.

10.6*        Atlassian Corporation Amended and Restated Executive Severance Plan.


10.7*        Atlassian Corporation Amended and Restated Cash Incentive Bonus Plan.


10.8*        Atlassian Corporation Amended and Restated Non-Employee Director
           Compensation Policy.

99.1*        Press Release, dated October 3, 2022.

104.1      Cover page interactive data file (embedded within the Inline XBRL
           document).



* Filed herewith



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