Item 1.01. Entry Into a Material Definitive Agreement

On June 29, 2021, MongoDB, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC (the "Representatives"), as representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell 2,500,000 shares of its Class A common stock, par value $0.001 per share ("Class A Common Stock"), at a public offering price of $365.00 per share (the "Offering"). The net proceeds to the Company from the Offering are expected to be approximately $889.0 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-257514), which became effective upon filing with the Securities and Exchange Commission on June 29, 2021, a base prospectus dated June 29, 2021 and the related prospectus supplement dated June 29, 2021. The Offering is expected to close on July 2, 2021, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The Company's directors and executive officers have agreed, subject to certain exceptions, not to sell or transfer any shares of Class A Common Stock for 60 days after June 29, 2021 without first obtaining the written consent of Morgan Stanley & Co. LLC, and the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of the Company's Class A Common Stock for 60 days after June 29, 2021, without first obtaining the written consent of the Representatives.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the Class A Common Stock in the Offering is attached as Exhibit 5.1 hereto.




 Item 8.01 Other Events

On June 29, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the Company's press release announcing the pricing is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






Exhibit No.   Description
  1.1           Underwriting Agreement, dated as of June 29, 2021, by and between
              MongoDB, Inc., Morgan Stanley & Co. LLC.
  5.1           Opinion of Cooley LLP.
  23.1          Consent of Cooley LLP (contained in Exhibit 5.1).
  99.1          Press Release issued by the Company on June 29, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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