Item 3.02 Unregistered Sales of Equity Securities.
On July 29, 2021, Qualtrics International Inc. (the "Company") announced its
entry into a merger agreement (the "Merger Agreement") to acquire Clarabridge,
Inc. ("Clarabridge"). Upon consummation of the transactions contemplated by the
Merger Agreement, all outstanding shares of Clarabridge capital stock will be
cancelled in exchange for aggregate consideration of $1.125 billion, in the form
of shares of Class A common stock of the Company, par value $0.0001 per share
(the "Stock Consideration"), subject to certain adjustments and cash payments to
certain Clarabridge stockholders. The Company intends to issue the shares of
Class A common stock in reliance upon the exemptions from registration afforded
by Section 4(a)(2) and/or Rule 506 promulgated under the Securities Act of 1933,
as amended.
The disclosure in Item 8.01 of the Company's Current Report filed on July 29,
2021 is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 29, 2021, SAP America, Inc., a wholly owned subsidiary of SAP SE ("SAP")
and the sole Class B common stockholder of the Company, in accordance with the
terms of the Company's Amended and Restated Certificate of Incorporation and the
Master Transaction Agreement, dated February 1, 2021, between SAP and the
Company, provided its consent to the entry by the Company into the Merger
Agreement, the payment by the Company of the Stock Consideration and the
performance by the Company of its other obligations under the Merger Agreement.
The action was taken by written consent pursuant to Section 228 of the Delaware
General Corporation Law.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements concerning the anticipated benefits and timing of the proposed
transaction between the Company and Clarabridge and the product and markets of
each company. In some cases, you can identify forward-looking statements by
terms such as "anticipate," "believe," "estimate," "expect," "intend," "may,"
"might," "plan," "project," "will," "would," "should," "could," "can,"
"predict," "potential," "target," "explore," "continue," or the negative of
these terms, and similar expressions intended to identify forward-looking
statements. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to numerous uncertainties and risks,
including factors beyond our control, that could cause actual results,
performance or outcomes to differ materially from those anticipated or implied
in the statements, including: the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect the Company's
business and the price of the Company's common stock; the failure to satisfy the
conditions to the consummation of the proposed transaction, including the
receipt of governmental and regulatory approvals; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger Agreement; the effect of the announcement or pendency of the proposed
transaction on the companies' respective business relationships, operating
results and business generally; risks that the proposed transaction disrupts the
current plans and operations of the companies; potential difficulties with
respect to employee retention for each of the companies as a result of the
transaction; risks relating to diverting the Company management's attention from
ongoing business operations; the outcome of any legal proceedings that may be
instituted against the Company or Clarabridge relating to the Merger Agreement
or the proposed transaction; the ability of the Company to successfully
integrate Clarabridge's operations, product lines, technology and other assets;
the ability of the Company to implement its plans, forecasts and other
expectations with respect to Clarabridge's business following the completion of
the proposed transaction and realize additional opportunities for growth and
innovation; and unexpected variations in market growth and demand for the
Company's and Clarabridge's products and technologies. Additional risks and
uncertainties that could cause actual results, performance or outcomes to differ
materially from those contemplated by the forward-looking statements are and/or
will be included under the caption "Risk Factors" and elsewhere in the Company's
Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission and any subsequent public filings.
Forward-looking statements speak only as of the date the statements are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation to update forward-looking statements,
whether to reflect new information, events or circumstances after the date they
were made or otherwise, except as required by law.
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QUALTRICS INTERNATIONAL INC. 
