As previously disclosed on a Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2022, UserTesting, Inc.
(“UserTesting” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”), dated as of October 26, 2022, by and among the Company, Thunder Holdings, LLC, a Delaware limited liability
company (“Parent”), and Thunder Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent
(“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the
Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Thoma Bravo Discover
Fund III, L.P., a Delaware limited partnership, and Thoma Bravo Discover Fund IV, L.P., a Delaware limited partnership, and are
managed by Thoma Bravo, L.P.
The waiting period with respect to the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), expired at 11:59 p.m.
Eastern Time on December 9, 2022. On December 15, 2022, the Australian Competition and Consumer Commission (the “ACCC”)
provided notice that it does not intend to conduct a public review of the Merger. The expiration of the HSR Act waiting period and
receipt of the ACCC notice satisfy certain conditions to the closing of the Merger. The Merger remains subject to other
closing conditions, including certain regulatory actions by the United Kingdom Competition and Markets Authority and approval
by the Company’s stockholders. The Merger is expected to close in the first half of 2023.
Additionally, on December 13, 2022, the
Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item
8.01, announcing (i) the expiration of the “go-shop” period established pursuant to the terms of the Merger Agreement (which period
expired at 11:59 p.m. Pacific Time on December 10, 2022), (ii) that, during the “go-shop” period, the Company’s Board of
Directors, with the assistance of the Company’s financial advisor, actively solicited alternative acquisition proposals from
potentially interested third parties and (iii) that, during the
“go-shop” period, the Company did not receive any alternative acquisition proposals from any third party.
Important Information and Where to Find It
In
connection with the proposed transaction, UserTesting filed with the SEC a definitive proxy statement on December 6, 2022 which has been
mailed to UserTesting’s stockholders. UserTesting has and will continue to file relevant materials with the SEC in connection with
the proposed transaction. USERTESTING’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders of UserTesting
can obtain a free copy of these documents at the website maintained by the SEC at www.sec.gov or free of charge at https://ir.usertesting.com.
Participants in the Solicitation
UserTesting and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding
UserTesting’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise,
is contained in UserTesting’s proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April
20, 2022, and in UserTesting’s definitive proxy statement with respect to the proposed transaction and any other relevant documents
that are filed or will be filed with the SEC relating to the proposed transaction. You may obtain free copies of these documents using
the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on UserTesting’s current expectations, estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions
made by UserTesting, Thoma Bravo and Sunstone Partners, all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,”
“expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and
uncertainties, many of which are beyond UserTesting’s control, and are not guarantees of future results, such as statements about
the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including
the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction
on a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important
factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that
may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion and growth of UserTesting’s business and other conditions to the
completion of the transaction; (ii) the impact of the COVID-19 pandemic, inflation, foreign exchange rates and general economic conditions
on UserTesting’s business; (iii) UserTesting’s ability to implement its business strategy; (iv) significant transaction
costs associated with the proposed transaction; (v) potential litigation relating to the proposed transaction; (vi) the risk
that disruptions from the proposed transaction will harm UserTesting’s business, including current plans and operations; (vii) attraction
and retention of qualified employees; (viii) potential adverse reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction; (ix) general economic and market developments and conditions; (x) UserTesting’s
ability to stay in compliance with laws and regulations that currently apply or become applicable to UserTesting’s business both
in the United States and internationally; (xi) potential business uncertainty, including changes to existing business relationships,
during the pendency of the merger that could affect UserTesting’s financial performance; (xii) restrictions during the pendency
of the proposed transaction that may impact UserTesting’s ability to pursue certain business opportunities or strategic transactions;
and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of
war or hostilities, as well as UserTesting’s response to any of the aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed in the definitive proxy statement filed with the SEC in connection
with the proposed transaction. While the list of factors presented here and in the definitive proxy statement are considered representative,
no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on UserTesting’s financial
condition, results of operations or liquidity. UserTesting does not assume any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable laws.