Thoughtworks Holding S1 A IPO registration amended TWKS 25 Aug 21

The offering consists of 16,429,964 shares to be sold by Thoughtworks and 20,412,142 shares to be sold by certain existing stockholders of Thoughtworks, including funds advised by Apax Partners L.L.P. Thoughtworks Holding, Inc., formerly Turing Holding Corp., operates as a technology consultancy company. The Company provides end-to-end digital strategy, design and engineering services to enable companies across the globe to navigate their digital transformation journeys.

In the event of any violation of the provisions of Section7 or Section8, Executive acknowledges and agrees that the post-termination restrictions contained inSection7 or Section8 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the period of time that Executive is subject to the constraints inSections7 and 8 hereof, Executive will provide a copy of this Agreement to such entity. CHICAGO––Thoughtworks, a global technology consultancy that integrates strategy, design and engineering to drive digital innovation, today announced that its parent company, Turing Holding Corp., plans to commence the roadshow for its proposed initial public offering of 36,842,106 shares of common stock, of which 16,429,964 shares will be sold by Thoughtworks and 20,412,142 will be sold by certain existing stockholders of Thoughtworks, including funds advised by Apax Partners L.L.P. The initial public offering price is expected to be between $18.00 and $20.00 per share. During the course of Executive’s employment with the Company, Executive has had and will continue to have access to Confidential Information.

Stash allows you to purchase smaller, more affordable pieces of investments rather than the whole share, which can be significantly more expensive. For best practices on efficiently downloading information from, including the latest EDGAR filings, visit You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and enhancements that may impact scripted downloading processes. Turing Holdings, Inc. is incorporated in the state of Delaware. For financial reporting, their fiscal year ends on December 31st. This page includes all SEC registration details as well as a list of all documents (S-1, Prospectus, Current Reports, 8-K, 10K, Annual Reports) filed by Turing Holdings, Inc..

Executive agrees that this Release does not waive or release any rights or claims that Executive may have under the Age Discrimination in Employment Act of 1967 which arise after the date Executive executes this Release. Executive acknowledges and agrees that Executive’s separation from employment with the Company in compliance with the terms of the Employment Agreement shall not serve as the basis for any claim or action . This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company and supersedes all prior and contemporaneous understandings, agreements, term sheets, representations and warranties with respect to the employment of Executive by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein.

Thoughtworks will not receive any proceeds from the sales of shares by the selling stockholders. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or term of the offering. Nothing on this website should be considered an offer, solicitation of an offer, tax, legal, or investment advice to buy or sell securities. Any historical returns, expected returns or probability projections are hypothetical in nature and may not reflect actual future performance. Account holdings are for illustrative purposes only and are not investment recommendations. All investments are subject to risk and may lose value.

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  • Executive agrees that this Release and the Employment Agreement are confidential and agrees not to disclose any information regarding the terms of this Release or the Employment Agreement, except to my immediate family and any tax, legal or other counsel that Executive has consulted regarding the meaning or effect hereof or as required by law, and Executive will instruct each of the foregoing not to disclose the same to anyone.
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2.In January 2021, we issued and sold 637,098.29 shares of Series A Convertible Preferred Stock to three accredited investors at $612.15 per share for an aggregate consideration of approximately $390.0 million. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8 of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8, may determine. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. We give you the access and tools to invest like a Wall Street money manager – at a Main Street price. Dividend reinvestment,8 recurring investments, and more.

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Reuters, the news and media division of Thomson Reuters, is the world’s largest multimedia news provider, reaching billions of people worldwide every day. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world’s media organizations, industry events and directly to consumers. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

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Has provided written notice to the Company explaining in sufficient detail the existence and grounds constituting Good Reason within 30 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances, if curable. If Executive does not terminate his or her employment for Good Reason within 90 days after the first occurrence of the applicable grounds, then Executive will be deemed to have waived his or her right to terminate for Good Reason with respect to such grounds. During the Employment Term, the Company shall pay Executive a base salary (as in effect from time to time, the “Base Salary”) in accordance with the regular payroll practices of the Company and subject to applicable tax and other withholdings. The Base Salary as of the Effective Date shall be at an annual rate of $750,000.00.

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Turing Holding Corp’s share price is determined by its bid-ask spread, which is the difference between the price that buyers are willing to pay and the price that sellers are willing to accept. Turing Holding Corp’s price can fluctuate throughout the course of each trading day—when you buy Turing Holding Corp through Stash, we execute the market order during our investing vs trading next available trading window . At Stash, we don’t recommend trying to predict the market when buying investments. We believe it can be a better strategy to buy quality investments you believe in, then hang onto them. Stash allows you to purchase smaller pieces of investments, called fractional shares, rather than having to pay the full price for a whole share.

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Turing Holding Valuation & Funding

Section 145 of the DGCL (“Section 145”), provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative , by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are a party to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee, or agent is adjudged to be liable to the corporation.

Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, what is envelope indicator holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest.

turing holding corp.

Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be not required to notify the Company that such reports or disclosures have been made.

Executive shall take all requested actions and execute all requested documents at the Company’s expense to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works. If the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for and on Executive’s behalf to execute any documents and to do all other lawfully permitted acts in connection with the foregoing. Set forth below is information regarding securities sold by us since January 1, 2018 that were not registered under the Securities Act. Also included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed. The following table sets forth all expenses to be paid by the registrant, other than estimated underwriting discounts and commissions, in connection with this offering.


The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation or bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. A registration statement relating to this offering was declared effective by the Securities and Exchange Commission on September 14, 2021. This press release does not constitute an offer to sell or the solicitation of an atfx broker review offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In addition, certain of the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 5,526,315 shares of common stock at the initial public offering price, less underwriting discounts and commissions.


Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. The shares are expected to begin trading on Nasdaq on September 15, 2021 under the ticker symbol “TWKS.” The offering is expected to close on September 17, 2021, subject to the satisfaction of customary closing conditions. For a limited time, you can sign up for a Forever Free Fintel account. This membership level allows you access to some great features, including a custom dashboard that updates automatically.

Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person any Confidential Information, or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case which shall have been obtained by Executive during Executive’s employment by the Company. The foregoing shall not apply to information that was known to the public prior to its disclosure to Executive; becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or Executive is required to disclose such information by applicable law, regulation or legal process . Thoughtworks, a global technology consultancy that integrates strategy, design and engineering to drive digital innovation, today announced that its parent company, Turing Holding Corp., which will be renamed Thoughtworks Holding, Inc. (“Thoughtworks”), completed the pricing of its initial public offering of 36,842,106 shares of common stock at a price to the public of $21.00 per share.

Our global distributed agile delivery model operates where our clients are, with over 9,000 employees working across 17 countries on five continents. Further, our unique, diverse and cultivating culture, with a reputation for technology excellence and thought leadership, enables us to attract and retain what we believe is the best talent in the industry. That is why our clients trust Thoughtworks as their premium digital transformation partner.