UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December 11~~February 17, ~~2022~~2023

Coupa Software Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware	001-37901	20-4429448
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1855 S. Grant StreetSan Mateo, California		94402
1855 S. Grant Street San Mateo, California		94402
(Address of Principal Executive Offices)		(Zip Code)

(650) 931-3200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		COUP		The Nasdaq Stock Market LLC (The Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

~~Agreement~~Update ~~and~~Regarding ~~Plan~~Litigation ofRelated to the Merger

OnAs previously announced, on December 1112, 2022, Coupa Software Incorporated, ~~(the~~a Delaware corporation (“Company”, “we”, “us” or “~~Coupa~~our”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Coupa Holdings, LLC (f/k/a Project CS Parent, LLC), a Delaware limited liability company (“Parent”), and Project CS Merger Sub, Inc., a Delaware corporation and a ~~direct~~ wholly owned subsidiary of Parent (“Merger Sub”). ~~Parent~~Pursuant ~~and~~to the Merger ~~Sub~~Agreement, ~~are~~on ~~affiliates~~the ofterms ~~Thoma~~and ~~Bravo~~subject ~~Fund~~to XVthe conditions thereof, ~~L.P.~~Merger ~~(“Thoma~~Sub ~~Bravo”),~~will anbe ~~investment~~merged ~~fund~~with ~~managed~~and byinto ~~Thoma~~the ~~Bravo,~~Company ~~L.P.~~with ~~The~~the ~~transaction~~Company ~~includes~~continuing aas ~~significant~~the ~~minority~~surviving ~~investment~~corporation ~~from~~and a wholly -owned subsidiary of Parent (the ~~Abu Dhabi Investment Authority~~“Merger”).

~~The~~Litigation ~~Merger~~Related ~~Agreement provides that, among other things and on the terms and subject~~ to the ~~conditions of the~~ Merger Agreement, (1) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and (2) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) as of immediately prior to the Effective Time (other than (a) any shares of Company Common Stock that are held by Parent or Merger Sub or by the Company or its wholly owned subsidiaries and (b) shares of Company Common Stock that are held by holders who have properly demanded appraisal rights pursuant to, and who have complied with, Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $81.00 in cash, without interest (the “Merger Consideration”).

The ~~Board~~Company is aware of ~~Directors~~seven complaints having been filed with respect to the Merger, four in the United States District Court for the Southern District of New York, two in the ~~Company~~United ~~has~~States ~~unanimously~~District ~~approved~~Court for the ~~Merger~~Northern ~~Agreement~~District of California, and one in the ~~transactions~~United ~~contemplated~~States ~~thereby~~District Court for the District of Delaware. The seven complaints are captioned as follows: Hedge v. Coupa Software Inc., et al., No. 3:23-cv-00181 (N.D. Cal.), commenced on January 13, 2023; O’Dell v. Coupa Software Inc., et al., No. 1:23-cv-00329 (S.D.N.Y.), commenced on January 13, 2023; Popejoy v. Coupa Software Inc., et al., No. 3:23-cv-00209 (N.D. Cal.); commenced on January 17, 2023; Young v. Coupa Software Inc., et al., No. 1:23-cv-00564 (S.D.N.Y.), commenced on January 23, 2023; Hamilton v. Coupa Software Inc., et al., No. 1:23-cv-00595 (S.D.N.Y.), commenced on January 24, 2023; Ballard v. Coupa Software Inc., et al., No. 1:23-cv-00097 (D. Del.), commenced on January 26, 2023 and ~~resolved~~Riley tov. ~~recommend~~Coupa ~~that~~Software Inc., et al., No. 1:23-cv-00755 (S.D.N.Y.), commenced on January 30, 2023 (collectively, the “Stockholder Actions”). The Stockholder Actions were each filed as individual actions by purported Company stockholders against the Company and the members of the Company’s board of directors (the “Board of Directors”). In addition to the Stockholder Actions, the Company has received nine demand letters from purported Company stockholders ~~adopt~~seeking supplemental disclosure with respect to the Merger, ~~Agreement~~three of which enclosed draft complaints (collectively, the “Demand Letters”).

~~Treatment~~The Stockholder Actions all generally allege that the Company and the Board of Directors violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by purportedly omitting material information in the Company’s ~~Equity~~preliminary ~~Awards~~proxy statement (the “Preliminary Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2023 and the Company’s definitive proxy statement (the “Definitive Proxy Statement” and, together with the Preliminary Proxy Statement, the “Proxy Statements”) filed with the SEC on January 23, 2023. The Stockholder Actions seek injunctive relief enjoining the consummation of the Merger and damages and costs, among other remedies. The Demand Letters contain the same basic allegations.

AtThe ~~the Effective Time, (1) each stock option of the~~ Company ~~(“Company~~believes ~~Option”)~~ that ~~is unexercised, vested (or that vests automatically solely as a result of~~ the ~~transaction~~allegations ~~contemplated by the Merger Agreement) and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount~~ in ~~cash, without interest and subject to applicable withholding taxes, equal to~~ the ~~excess,~~Stockholder ifActions any, of the Merger Consideration over the per share exercise price of such vested Company Option, multiplied by the number of shares of Company Common Stock for which such vested Company Option has not been exercised as of the Effective Time and ~~(2) each Company Option that is unexercised, unvested and outstanding as of immediately prior to~~ the ~~Effective~~Demand ~~Time~~Letters ~~will~~are be canceled and replaced with a right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the excess, if any, of the Merger Consideration over the per share exercise price of such unvested Company Option, multiplied by the number of shares of Company Common Stock for which such unvested Company Option has not been exercised as of the Effective Time, which cash amount will continue to vest on substantially the same terms and conditions as applied to the replaced Company Option, subject to the holder’s continued employmentmeritless. ~~All Company Options with a per share exercise price equal to or greater than the Merger Consideration will be canceled for no consideration.~~

AtSupplemental ~~the~~Definitive ~~Effective~~Proxy ~~Time,~~Statement ~~(1) each~~Disclosure restrictive stock unit of the Company (“Company RSU”) that is vested (or that vests automatically solely as a result of the Merger) and a portion of each Company RSU that would have vested on or prior to January 31, 2024, in each case, that is outstanding as of immediately prior to the Effective Time, will be canceled and converted into the right to receive a cash payment, without interest and subject to applicable withholding taxes, equal to the number of shares of Company Common Stock subject to such vested or deemed vested Company RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration and (2) each Company RSU that remains unvested as of immediately prior to the Effective Time will be canceled and replaced with a right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the number of shares of Company Common Stock subject to such unvested Company RSU as of immediately prior to the Effective Time, multiplied by the Merger Consideration, which cash amount will continue to vest on substantially the same terms and conditions as applied to the replaced Company RSU, subject to the holder’s continued employment.

AtThe ~~the~~Company ~~Effective~~does ~~Time,~~not ~~each~~believe ~~performance-based~~that ~~restricted~~supplemental ~~stock~~disclosures ~~unit~~are ofrequired ~~the~~or ~~Company~~necessary ~~(“Company~~under ~~PSU”),~~any ~~whether~~applicable ~~vested~~laws. ~~or unvested~~However, ~~that~~solely isin ~~outstanding~~order asto ofminimize ~~immediately~~expense ~~prior~~and todistraction ~~the~~and ~~Effective~~avoid ~~Time~~the ~~will~~uncertainty beof ~~canceled~~any ~~and~~litigation, ~~converted~~the ~~into~~Company ~~the~~is ~~right~~electing to ~~receive~~make athe ~~cash~~supplemental ~~payment,~~disclosures ~~without~~to ~~interest~~the ~~and~~Definitive ~~subject~~Proxy toStatement ~~applicable~~set ~~withholding~~forth ~~taxes,~~below ~~equal~~in response to the ~~number~~Stockholder ofActions ~~shares~~and ofthe Demand Letters. The Company ~~Common~~denies ~~Stock~~the ~~subject~~allegations toin ~~such~~the ~~Company~~Stockholder ~~PSU~~Actions asand ofthe ~~immediately~~Demand ~~prior~~Letters, toand ~~the~~denies ~~Effective~~that ~~Time~~any ~~(generally~~violation ~~determined~~of ~~based~~law onhas ~~the~~occurred. ~~greater~~The ofCompany ~~target~~believes ~~performance~~that ~~and~~the ~~actual~~Proxy ~~performance,~~Statement ~~with~~disclosed ~~actual~~all ~~performance~~material ~~determined~~information ~~pursuant~~required to ~~the~~be ~~terms~~disclosed oftherein, ~~the~~and ~~Company~~denies ~~PSU),~~that ~~multiplied~~any byof the ~~Merger~~supplemental ~~Consideration.~~disclosures ~~The~~are ~~Company~~material ~~PSUs~~or ~~granted~~are otherwise required to be disclosed. Nothing in the ~~Company’s~~supplemental ~~Chief~~disclosures ~~Executive~~should ~~Officer~~be ondeemed ~~July 28,~~an ~~2022~~admission ~~will~~of bethe ~~canceled~~legal ~~for~~necessity noor ~~consideration~~materiality inof ~~accordance~~any ~~with~~supplemental ~~their~~disclosures ~~terms~~under applicable laws.

~~Conditions~~SUPPLEMENT toTO ~~the~~DEFINITIVE ~~Merger~~PROXY STATEMENT

~~The~~This ~~completion~~supplemental ofinformation ~~the~~should ~~Merger~~be isread ~~subject~~in toconjunction with the ~~satisfaction~~Definitive orProxy ~~waiver~~Statement, ofwhich ~~certain~~should ~~customary~~be ~~mutual~~read ~~closing~~in ~~conditions,~~its ~~including~~entirety. ~~(1) the~~Page ~~adoption~~references ofin the ~~Merger~~below ~~Agreement~~disclosures byare ~~the~~to ~~affirmative vote of holders of a majority of~~ the ~~outstanding~~pages ~~shares~~in ~~of Company Common Stock (~~the ~~“Company~~Definitive ~~Stockholder~~Proxy ~~Approval”)~~Statement, ~~(2) the~~and ~~expiration~~defined orterms ~~termination~~used ofbut ~~the~~not ~~applicable~~defined ~~waiting~~herein ~~period~~have ~~under~~ the ~~Hart-Scott-Rodino~~meanings ~~Antitrust~~set ~~Improvements~~forth ~~Act~~in ~~of 1976, as amended, and~~ the ~~receipt~~Definitive ofProxy ~~certain~~Statement. ~~foreign~~Without ~~antitrust~~admitting ~~clearances~~in ~~and (c) the absence of~~ any ~~antitrust~~way ~~law~~that orthe ~~order~~disclosures bybelow aare ~~court~~material or ~~other governmental entity of competent jurisdiction enjoining or~~ otherwise ~~prohibiting~~required ~~consummation~~by oflaw, the ~~Merger.~~Company ~~The~~makes ~~obligation of each party to consummate~~ the ~~Merger~~following isamended ~~also conditioned on the other party’s representations~~ and ~~warranties~~supplemental ~~being~~disclosures ~~true~~ and ~~correct~~this ~~(subject~~Current toReport ~~certain~~on ~~customary~~Form ~~materiality~~8-K ~~exceptions)~~is ~~and~~incorporated ~~the other party having performed in all material respects its obligations under the Merger Agreement~~into, and ~~the~~amends ~~obligation~~and/or ofsupplements, ~~Parent to consummate~~ the ~~Merger~~Definitive isProxy ~~additionally~~Statement. ~~conditioned~~For onclarity, nonew ~~material~~text ~~adverse~~within ~~effect~~amended onand ~~the~~restated ~~Company~~paragraphs ~~having~~from ~~occurred since~~ the ~~execution~~Definitive ofProxy ~~the~~Statement ~~Merger Agreement. The consummation of the Merger~~ is ~~not~~shown ~~subject~~with tobold, ~~any~~underlined ~~financing condition~~text.

~~Termination~~The section of the Definitive Proxy Statement entitled “The Merger — Background of the Merger” is amended and supplemented as follows:

The ~~Merger~~disclosure ~~Agreement~~on ~~contains~~page ~~termination~~40 ~~rights for each~~ of the ~~Company~~Definitive ~~and~~Proxy ~~Parent,~~Statement ~~including,~~is ~~among~~modified ~~others,~~by ~~(1) if~~amending ~~the~~and ~~consummation~~restating of the ~~Merger~~second ~~does~~paragraph ~~not~~in ~~occur~~its onentirety oras ~~before~~follows: ~~September 11, 2023 (subject to extension to December 11, 2023 under specified circumstances),~~

~~(2) if~~Representatives of Freshfields reviewed with the ~~Company~~Board ~~Stockholder~~its ~~Approval~~fiduciary isduties ~~not~~and ~~obtained~~other ~~following~~legal ~~the~~matters ~~meeting~~generally ofand in the ~~Company’s~~context ~~stockholders~~of ~~for~~an ~~purposes~~evaluation of ~~obtaining~~a ~~such~~potential ~~Company~~sale ~~Stockholder~~transaction, ~~Approval~~including ~~and~~that ~~(3) subject~~the toBoard ~~certain~~should ~~conditions,~~not ~~(a) by~~permit ~~Parent~~Company ifmanagement ~~the~~to ~~Board~~engage ofin ~~Directors~~discussions with potential acquirors of the Company ~~changes~~regarding ~~its~~potential ~~recommendation~~employment, incompensation, ~~favor~~rollover ofequity ~~the~~or ~~Merger~~other orsimilar ~~(b) by~~economic ~~the~~considerations ~~Company~~that ifwould apply following the ~~Company~~consummation ~~wishes~~of toan ~~terminate~~acquisition ~~the~~unless ~~Merger~~and ~~Agreement~~until toauthorized ~~enter~~by ~~into~~the aBoard ~~definitive~~to ~~agreement~~do ~~providing~~so. ~~for~~The aBoard ~~Superior~~did ~~Proposal~~not ~~(as~~provide ~~defined~~any bysuch authorization prior to the ~~Merger~~execution ~~Agreement).~~of ~~The~~the ~~Company~~merger agreement, and ~~Parent~~these ~~may~~instructions ~~also~~were ~~terminate~~conveyed ~~the~~to ~~Merger~~and ~~Agreement~~followed by ~~mutual~~Company ~~written consent~~management.

The ~~Company~~disclosure ~~is required to pay Parent a termination fee of $200 million in cash~~ on ~~termination~~page of45 ~~the Merger Agreement under specified circumstances, including, among others, termination by Parent in the event that the Board~~ of ~~Directors of~~ the ~~Company~~Definitive ~~changes~~Proxy ~~its~~Statement ~~recommendation~~is inmodified ~~favor of the Merger or termination~~ by ~~the~~amending Company to enter into an agreement providing for a Superior Proposal. The Merger Agreement also provides that a reverse termination fee of $435 million will be payable by Parent to the Company under specified circumstances, including, among others, if (1) Parent fails to consummate the Merger following satisfaction or waiver of certain closing conditions and ~~the~~restating ~~Company’s irrevocable confirmation that it is ready, willing and able to consummate~~ the ~~closing~~first orparagraph (2) the Company terminates the Merger Agreement due to the fact that Parent breaches its obligations under the Merger Agreement such that there is a failure of certain conditions to the Merger and fails to cure such breach. The Merger Agreement also provides that, in ~~certain circumstances, either party may seek to compel the other party to specifically perform~~ its ~~obligations~~entirety ~~under~~as ~~the~~follows: ~~Merger Agreement.~~

~~Financing~~The Board then created a committee of the Board, which we refer to as the “transaction committee”, for that purpose, comprised of independent director Ms. Brennan, lead independent director Mr. Siboni and independent director Tayloe Stansbury. The Board delegated to the transaction committee the power and authority to provide oversight and guidance to the Company’s officers and advisors in connection with the Company’s evaluation of a potential transaction and to oversee the negotiations with potentially interested parties with respect to

~~Parent~~ any ~~has~~potential ~~obtained~~transaction, ~~equity~~but ~~and~~the ~~debt~~transaction ~~financing~~committee ~~commitments~~was ~~for~~not authorized to approve the ~~purpose~~entry into definitive agreements providing for any potential transaction. The transaction committee was not created to address any actual or perceived conflict of ~~financing~~interest, and the ~~transactions~~members ~~contemplated~~of bythe transaction committee did not receive any compensation for their service on the ~~Merger~~transaction ~~Agreement~~committee.

~~Thoma~~The ~~Bravo~~disclosure ~~has~~on ~~committed~~page 54 ~~to capitalize Parent at the closing~~ of the ~~Merger~~Definitive ~~with~~Proxy ~~equity~~Statement ~~financing,~~is onmodified ~~the~~by ~~terms~~amending and ~~subject~~restating to the ~~conditions~~ninth ~~set~~bullet ~~forth~~ in anits ~~equity~~entirety ~~commitment letter. In addition, Thoma Bravo has guaranteed payment of the reverse termination fee payable by Parent under certain circumstances,~~ as ~~well~~follows: as certain indemnification and reimbursement obligations that may be owed by Parent pursuant to the Merger Agreement, subject to the terms and conditions set forth in the Merger Agreement and limited guarantee provided by Thoma Bravo to the Company.

~~Parent’s~~• ~~debt~~Process ~~commitments~~ to ~~finance~~explore ina ~~part~~sale of the ~~transactions~~Company. ~~contemplated~~The byBoard considered the ~~Merger~~process ~~Agreement~~it ~~include~~undertook, awith ~~term~~the ~~loan~~assistance ~~facility~~of its independent financial advisor, for soliciting and aresponding ~~revolving~~to ~~credit~~offers ~~facility~~from onthe financial and strategic third parties that were believed to be the ~~terms~~most ~~set~~willing ~~forth~~and able to pay the highest and best price for the Company, which included contacting, or responding to, 14 potential acquirors, entering into non-disclosure agreements with seven potential acquirors (one of which told the Company that it was interested in playing a ~~debt~~role ~~commitment~~only ~~letter.~~as ~~The~~an ~~obligations~~equity partner if needed or desired by another bidder), providing management presentations to five potential acquirors, granting access to a data room containing detailed due diligence materials to four potential acquirors, receiving non-binding offers from eight potential acquirors and receiving two final fully diligenced and financed proposals, one of which was from Thoma Bravo, and the ~~lenders~~fact tothat, ~~provide~~although ~~debt~~several of the potential acquirors had noted the difficulty in obtaining financing ~~under~~and the terms available in the current condition of the financing markets, Thoma Bravo had obtained committed debt ~~commitment~~and ~~letter~~equity ~~are~~financing ~~subject~~for the full amount necessary to fund the ~~satisfaction~~aggregate ~~(or~~merger ~~waiver)~~consideration, including the fact that, despite the increased likelihood of ~~customary~~interested ~~closing~~third ~~conditions~~parties ~~described~~as a result of Bloomberg’s publication of an article on November 23, 2022 stating that a certain financial sponsor was exploring an acquisition of the Company, no other potential acquirors provided the Company with a proposal superior to that of Thoma Bravo, as defined in the ~~debt~~section ~~commitment~~of ~~letter.~~this proxy statement entitled “The Merger Agreement—No Solicitation; Change in Board Recommendation”, in each case as further described above under the section of this proxy statement entitled “—Background of the Merger”.

~~Pursuant~~The tosection ~~the~~of ~~Merger Agreement,~~ the ~~Company~~Definitive isProxy ~~required~~Statement toentitled ~~use~~“The ~~reasonable~~Merger—Opinion ~~best~~of ~~efforts~~the toCompany’s ~~provide~~Financial ~~Parent~~Advisor” ~~with~~is ~~customary~~amended ~~cooperation in connection with the equity financing~~ and ~~the~~supplemented ~~debt~~as ~~financing~~follows:

~~Other~~The ~~Terms~~disclosure on page 63 of the ~~Merger~~Definitive ~~Agreement~~Proxy Statement below the subheading “Discounted Cash Flow Analysis” is modified by amending and restating section (a) of the first bullet in its entirety as follows:

~~The~~(a) ~~Merger~~the ~~Agreement~~implied ~~contains~~net ~~customary~~present ~~representations~~value ~~and warranties~~ of the ~~Company,~~estimated ~~Parent~~future ~~and~~unlevered ~~Merger~~free ~~Sub,~~cash inflows ~~each~~(which ~~case~~are ~~generally~~referred ~~subject~~ to ~~customary~~as ~~materiality qualifiers. Additionally,~~ the ~~Merger~~“UFCF”) ~~Agreement provides for customary pre-closing covenants~~ of the Company, ~~Parent~~based ~~and~~on ~~Merger~~the ~~Sub,~~Financial ~~including~~Forecasts ~~covenants~~for ~~relating to~~ the ~~Company~~fourth ~~conducting~~quarter ~~its~~of ~~and~~fiscal ~~its~~year ~~subsidiaries’~~2023 ~~business~~through infiscal ~~the~~year ~~ordinary~~2027 ~~course,~~(which ~~preserving~~implied ~~its~~present ~~business~~value ~~organizations~~was ~~substantially~~calculated ~~intact,~~using ~~preserving~~a ~~existing~~range ~~relations~~of ~~with~~discount ~~key~~rates ~~business~~of ~~partners~~9.5% ~~substantially~~to ~~intact~~13.0%, ~~and~~based ~~refraining~~on ~~from~~an ~~taking~~estimated ~~certain~~weighted ~~actions~~average ~~without~~cost ~~Parent’s~~of ~~consent,~~capital ~~subject~~for tothe ~~certain exceptions. The~~ Company, ~~Parent~~as ~~and~~calculated ~~Merger~~by ~~Sub~~Qatalyst ~~also~~Partners ~~agreed~~utilizing tothe ~~use~~capital ~~their~~asset ~~respective~~pricing ~~reasonable~~model ~~best~~and ~~efforts~~inputs tobased ~~cause~~on ~~the~~Qatalyst ~~Merger~~Partners’ toprofessional ~~be consummated.~~ judgment);

The ~~Merger~~disclosure ~~Agreement~~on ~~provides~~page ~~that,~~63 ~~during the period from the date~~ of the ~~Merger~~Definitive ~~Agreement~~Proxy ~~until~~Statement ~~the~~below ~~Effective Time,~~ the ~~Company~~subheading ~~will~~“Discounted beCash ~~subject~~Flow toAnalysis” ~~certain~~is ~~restrictions~~modified onby ~~its~~amending ~~ability~~and torestating ~~solicit~~section ~~certain~~(c) of ~~alternative~~the ~~acquisition~~first ~~proposals~~bullet ~~from third parties, provide non-public information to third parties and engage~~ in ~~discussions~~its orentirety ~~enter~~as ~~into~~follows: ~~agreements with third parties regarding certain alternative acquisition proposals, subject to customary exceptions.~~

~~The~~(c) ~~foregoing description of~~ the ~~Merger~~cash ~~Agreement does not purport to be complete~~ and iscash ~~qualified~~equivalents inof ~~its entirety by reference to~~ the ~~full~~Company ~~text~~as of ~~the~~October ~~Merger~~31, ~~Agreement~~2022, ~~a copy of~~ which iswas ~~filed~~$860 million, as ~~Exhibit~~provided ~~2.1~~by ~~and~~management isof ~~incorporated~~the byCompany; ~~reference herein.~~ and

The ~~Merger~~disclosure ~~Agreement~~on ~~and~~page ~~the~~63 above description have been included to provide investors with information regarding its terms. They are not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the ~~Merger~~Definitive ~~Agreement~~Proxy asStatement ofbelow the ~~specific~~subheading ~~dates~~“Discounted ~~therein,~~Cash ~~were~~Flow ~~solely~~Analysis” ~~for~~is ~~the~~modified ~~benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon~~ by ~~the~~amending contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and ~~may~~restating besection ~~subject to standards~~ (d) of ~~materiality applicable to~~ the ~~contracting~~first ~~parties~~bullet that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ~~the~~its ~~Company’s~~entirety public disclosures. Accordingly, the Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and Merger Sub and the transactions contemplated by the Merger Agreement that will be contained in or attached as ~~annex~~follows: to the proxy statement that the Company will file in connection with the transactions contemplated by the Merger Agreement, as well as in other filings that the Company will make with the U.S. Securities and Exchange Commission (the “SEC”).

~~Voting~~(d) ~~Agreement~~the implied net present value of estimated federal tax savings due to its net operating losses for the fiscal years 2028 and beyond, as provided by management of the Company, discounted to present value using the same range of discount rates used in item (a) above, which was between $139 million and $193 million depending on the discount rate used; and

~~Also~~The disclosure on ~~December 11,~~page ~~2022,~~63 ~~in connection with the execution~~ of the ~~Merger~~Definitive ~~Agreement,~~Proxy ~~the~~Statement ~~Company’s~~below ~~directors, solely in their capacity as stockholders of~~ the ~~Company,~~subheading ~~have~~“Discounted ~~entered~~Cash ~~into~~Flow ~~a voting agreement (the “Voting Agreement~~Analysis”) ~~with~~is ~~Parent~~modified ~~and~~by ~~the~~amending Company. These stockholders hold, collectively, approximately 2.2% percent of the Company Common Stock. Under the Voting Agreement, the stockholders party thereto have agreed to vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement and ~~certain~~restating ~~other~~section ~~matters. The Voting Agreement terminates in certain circumstances, including~~ (1a) ifof the ~~Merger~~second ~~Agreement~~bullet ~~is terminated or (2)~~ in ~~the event that the Board of Directors of the Company changes~~ its ~~recommendation~~entirety inas ~~favor~~follows: ~~of the Merger. The Voting Agreements also contain restrictions on transfer of shares of Company Common Stock held by the stockholders party thereto, subject to certain exceptions.~~

~~The~~(a) ~~foregoing~~the ~~description~~face value of the ~~Voting~~outstanding ~~Agreement~~Convertible ~~does~~Notes ~~not~~as ~~purport~~of toOctober be31, ~~complete~~2022, ~~and~~which iswas ~~qualified~~$2,185 inmillion, ~~its~~and ~~entirety~~the byCompany’s ~~reference~~redeemable tonon-controlling ~~the~~interests ~~full~~in ~~text~~Coupa ofK.K. (the ~~Voting~~Company’s ~~Agreement,~~Japanese ajoint ~~copy~~venture), as of ~~which~~October is31, ~~filed~~2022, aswhich ~~Exhibit 10.1~~was ~~and~~$19 ismillion, ~~incorporated~~as provided by ~~reference~~management ~~herein.~~of the Company; and

The disclosure on page 64 of the Definitive Proxy Statement below the subheading “Selected Companies Analysis” is modified by amending and restating the chart in its entirety as follows:


Selected Companies	FD Enterprise Value ($M)		CY2023E Revenue Multiple
ServiceNow, Inc.	$	78,126		8.8x
Adobe Inc.	$	154,713		7.9x
BlackLine, Inc.	$	4,556		7.5x
Qualys, Inc.	$	4,184		7.4x
Kinaxis Inc.	$	2,972		7.1x
Workiva, Inc.	$	4,288		6.9x
Palo Alto Networks, Inc.	$	50,713		6.8x
Workday, Inc.	$	43,595		6.1x
Tenable Holdings, Inc.	$	4,571		5.6x
Five9, Inc.	$	5,034		5.6x
UiPath, Inc.	$	6,083		5.1x
Box, Inc.	$	4,979		4.6x
DocuSign, Inc.	$	10,451		3.9x
Salesforce, Inc.	$	130,278		3.8x
New Relic, Inc.	$	3,897		3.8x
Zoom Video Communications, Inc.	$	17,283		3.8x
Qualtrics, LLC	$	6,006		3.5x
RingCentral, Inc.	$	5,204		2.2x

The disclosure on pages 65 and 66 of the Definitive Proxy Statement below the subheading “Selected Transactions Analysis” is modified by amending and restating the chart in its entirety as follows:

Announcement
Date

Target

Acquiror

FD
Enterprise

Value ($M)

LTM
Revenue
Multiple

NTM
Revenue
Multiple

10/27/22

UserTesting, Inc.

Thoma Bravo

1,090

6.2x

5.3x

10/12/22

KnowBe4, Inc.

Vista Equity Partners Management, LLC

4,301

14.9x

11.4x

10/11/22

Forgerock, Inc.

Thoma Bravo

1,970

10.5x

8.4x

09/28/22

BTRS Holdings Inc.

EQT X Fund

1,474

9.7x

7.9x

08/08/22

Avalara, Inc.

Vista Equity Partners Management, LLC

8,305

10.5x

8.7x

08/03/22

Ping Identity Holding Corp.

Thoma Bravo

2,804

8.9x

8.0x

06/24/22

Zendesk, Inc.

Hellman & Friedman LLC & Permira Advisers LLC

9,781

6.8x

5.4x

06/06/22

Anaplan, Inc.

Thoma Bravo

10,120

16.0x

12.8x

04/11/22

Datto Holding Corp.

Kaseya Inc. & Insight Partners, LLC

6,011

9.7x

8.3x

04/11/22

SailPoint Technologies Holdings, Inc.

Thoma Bravo

6,881

15.7x

13.3x

12/07/21

Mimecast Limited

Permira Holdings Limited

5,538

10.0x

8.8x

12/01/21

Blue Prism Group PLC

SS&C Technologies Holdings, Inc.

1,483

7.2x

5.8x

08/19/21

Inovalon Holdings, Inc.

Nordic Capital Limited

7,209

10.0x

8.8x

08/05/21

Cornerstone OnDemand, Inc.

Clearlake Capital Group, L.P.

5,238

6.3x

5.9x

07/26/21

Medallia, Inc.

Thoma Bravo

6,446

13.0x

10.8x

06/28/21

QAD Inc.

Thoma Bravo

1,824

5.8x

5.3x

04/26/21

Proofpoint, Inc.

Thoma Bravo

11,313

10.8x

9.4x

03/10/21

Talend S.A.

Thoma Bravo

2,449

8.5x

7.4x

03/08/21

Pluralsight, Inc.

Vista Equity Partners Management, LLC

3,823

9.8x

8.4x

12/21/20

RealPage, Inc.

Thoma Bravo

10,186

9.1x

8.2x

12/17/19

LogMeIn, Inc.

Francisco Partners and Evergreen Coast Capital

4,418

3.5x

3.4x

12/04/19

Instructure Holdings, Inc.

Thoma Bravo

1,887

7.7x

6.5x

06/12/19

Medidata Solutions, Inc.

Dassault Systèmes SE

5,785

8.8x

7.5x

02/12/19

Ellie Mae, Inc.

Thoma Bravo, LLC

3,347

7.0x

6.8x

02/04/19

The Ultimate Software Group, Inc.

Investors Group Inc.

10,892

10.0x

8.4x

12/24/18

MINDBODY, Inc.

Vista Equity Partners Management, LLC

1,888

7.8x

6.7x

12/23/18

MYOB Group Limited

Kohlberg Kravis Roberts & Co. L.P.

1,708

5.4x

4.9x

11/11/18

Athenahealth, Inc.

Veritas Capital Fund Management, L.L.C. & Evergreen Coast Capital Corp.

5,649

4.3x

3.9x

11/11/18

Apptio Inc.

Vista Equity Partners Management, LLC

1,823

8.1x

7.0x

03/06/18

CommerceHub, Inc.

GTCR LLC & Sycamore Partners Management, L.P.

1,049

9.4x

8.6x

01/29/18

Callidus Software Inc.

SAP SE

2,356

9.8x

8.3x

12/17/17

Aconex Limited

Oracle Corporation

1,207

9.4x

8.1x

10/23/17

BroadSoft, Inc.

Cisco Systems, Inc.

1,892

5.3x

4.6x

Announcement
Date

Target

Acquiror

FD
Enterprise

Value ($M)

LTM
Revenue
Multiple

NTM
Revenue
Multiple

08/31/16

Interactive Intelligence Group, Inc.

Genesys Telecommunications Laboratories, Inc. (Permira)

1,421

3.4x

3.2x

08/01/16

Fleetmatics Group PLC

Verizon Communications Inc.

2,371

7.6x

6.3x

07/28/16

NetSuite Inc.

Oracle Corporation

9,388

11.8x

9.1x

06/01/16

Demandware, Inc.

Salesforce, Inc.

2,835

11.2x

8.9x

05/31/16

Marketo, Inc.

Vista Equity Partners Management, LLC

1,700

7.5x

5.9x

05/18/16

InContact, Inc.

NICE Ltd.

973

4.2x

3.6x

04/18/16

Cvent, Inc.

Vista Equity Partners Management, LLC

1,502

8.0x

6.5x

11/02/15

Constant Contact, Inc.

Endurance International Group Holdings, Inc.

924

2.6x

2.3x

06/15/15

DealerTrack Technologies, Inc.

Cox Automotive, Inc.

4,617

4.9x

4.1x

09/18/14

Concur Technologies, Inc.

SAP SE

8,286

12.6x

10.2x

12/20/13

Responsys, Inc.

Oracle Corporation

1,572

8.1x

6.9x

06/04/13

ExactTarget, Inc.

Salesforce, Inc.

2,570

7.9x

6.5x

08/27/12

Kenexa Corporation

International Business Machines Corporation

1,302

4.0x

3.3x

05/22/12

Ariba, Inc.

SAP SE

4,437

8.8x

7.8x

02/09/12

Taleo Corporation

Oracle Corporation

1,940

6.3x

5.3x

12/03/11

SuccessFactors, Inc.

SAP SE

3,499

10.9x

8.7x

10/24/11

RightNow Technologies, Inc.

Oracle Corporation

1,599

7.4x

6.2x

07/01/11

Blackboard Inc.

Providence Equity Partners L.L.C.

1,750

3.7x

3.2x

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, ~~Coupa~~on ~~will~~January 23, ~~file~~2023, the Company filed with the SEC and ~~mail~~mailed or otherwise ~~provide~~provided to its stockholders athe ~~proxy~~Definitive ~~statement~~Proxy Statement regarding the proposed transaction. INVESTORS AND ~~SECURITY~~SECURITYHOLDERS ~~HOLDERS~~ ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT IN(INCLUDING ~~ITS~~ANY ~~ENTIRETY~~AMENDMENTS ~~WHEN~~OR ITSUPPLEMENTS ~~BECOMES~~THERETO) ~~AVAILABLE~~IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the ~~proxy~~Definitive ~~statement~~Proxy Statement and other documents that ~~Coupa~~the Company files with the SEC (when available) from the SEC’s website at www.sec.gov and ~~Coupa~~the Company’s website at investors.coupa.com. In addition, the ~~proxy~~Definitive ~~statement~~Proxy Statement and other documents filed by ~~Coupa~~the Company with the SEC (when available) may be obtained from ~~Coupa~~the Company free of charge by directing a request to ~~Coupa~~the Company’s Investor Relations at ir@coupa.com.

Participants in the Solicitation

~~Coupa~~The Company and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from ~~Coupa~~the Company’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of ~~Coupa~~the Company in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise ~~will~~is be included in the ~~proxy~~Definitive ~~statement~~Proxy ~~when~~Statement, itwhich iswas filed with the SEC on January 23, 2023. You may also find additional information about ~~Coupa~~the Company’s directors and executive officers in ~~Coupa~~the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2022. You can obtain a free copy of this document from ~~Coupa~~the Company using the contact information above.

Cautionary Note Regarding Forward-Looking Statements

This ~~current~~Current ~~report~~Report on Form 8-K contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this ~~current~~ report, including statements regarding the proposed transaction, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this report and information contained in this report should not be relied upon as representing our estimates as of any subsequent date.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this current report and information contained in this current report should not be relied upon as representing our estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the impact of actions and behaviors of customers, vendors and competitors; technological developments, as well as legal and regulatory rules and processes affecting ~~Coupa~~the Company’s business; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the ~~merger~~Merger ~~agreement~~Agreement entered into inpursuant ~~connection~~to ~~with~~ the proposed transaction; the possibility that ~~Coupa~~the Company stockholders may not approve the proposed transaction; the risk that the parties to the ~~merger~~Merger ~~agreement~~Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of ~~Coupa~~the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of ~~Coupa~~the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Further information on factors that could cause actual results to differ materially from the results anticipated by Coupa’s forward-looking statements is included in the reports Coupa has filed or will file with the SEC, including Coupa’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022 and Coupa’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Company’s website at investors.coupa.com or on the SEC’s website at www.sec.gov.

~~Item~~Further ~~9.01~~information ~~Financial~~on ~~Statements~~factors that could cause actual results to differ materially from the results anticipated by the Company’s forward-looking statements is included in the reports the Company has filed or will file with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and ~~Exhibits~~the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Company’s website at investors.coupa.com or on the SEC’s website at www.sec.gov.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 11, 2022, by and among Project CS Parent, LLC, Project CS Merger Sub, Inc. and Coupa Software Incorporated*
10.1		Voting Agreement, dated as of December 11, 2022, by and among Project CS Parent, LLC, Coupa Software Incorporated and the stockholders party thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Coupa agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~December~~ February 1217, ~~2022~~2023


COUPA SOFTWARE INCORPORATED

By:		/s/ Anthony Tiscornia
Name:		Anthony Tiscornia
Title:		Chief Financial Officer (Principal Financial Officer)

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