8-K

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): May 31, 2023

Momentive Global Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38664	80-0765058
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Curiosity Way

San Mateo, California 94403

(Address of principal executive offices, including zip code)

(650) 543-8400

(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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	MNTV	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 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 8.01          Other Events.

On May 31, 2023, Momentive Global Inc. (“Momentive”) issued a press release announcing the completion of its acquisition by an investment consortium led by STG Partners, LLC pursuant to the Agreement and Plan of Merger, dated as of March 13, 2023, between Mercury Bidco LLC, Mercury Merger Sub, Inc. and Momentive. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.	Description
99.1	Press Release dated May 31, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	MOMENTIVE GLOBAL INC.
Date: May 31, 2023	By:  /s/ Lora D. Blum
	Name:          Lora D. Blum
	Title:          Chief Legal Officer & Secretary

EX-99.1

Exhibit 99.1

Consortium led by Symphony Technology Group Completes Acquisition of Momentive Global

SAN MATEO, Calif., May 31, 2023 –Momentive, the maker of SurveyMonkey, today announced the completion of its acquisition by an investor consortium led by Symphony Technology Group (STG) in an all-cash transaction valued at approximately $1.5 billion. The acquisition was previously announced on March 13, 2023, and approved by Momentive shareholders at the Special Meeting of Shareholders on May 31, 2023.

Under the terms of the merger agreement, Momentive shareholders will receive $9.46 per share. As a result of the completion of this transaction, Momentive common stock will cease trading and will no longer be listed on the Nasdaq Stock Market. Momentive will operate as a privately held company and remain headquartered in San Mateo, California.

“We are excited to begin the journey.  The iconic SurveyMonkey platform is a market-leading brand full of capability and innovation potential,” said J.T. Treadwell, Managing Director at STG. “We’re thrilled to partner with the company to continue delivering innovative, world-class solutions that meet the needs of everyone from the individual to the enterprise.”

Advisors

Qatalyst Partners served as financial advisor to Momentive in connection with the transaction. Wilson Sonsini Goodrich & Rosati, P.C. served as legal counsel to Momentive.

J.P. Morgan Securities LLC and BofA Securities served as financial advisors to STG. Paul Hastings LLP served as legal counsel to STG. Silver Point acted as Sole Lead Arranger and provided committed debt financing in support of the acquisition.

About Momentive
Momentive (NASDAQ: MNTV), maker ofSurveyMonkey, empowers people with the insights they need to make business decisions with speed and confidence. Our fast, intuitive experience and insights management solutions connect millions of users at more than 330,000 organizations worldwide with AI-powered technology and up-to-the-minute insights, so they can shape what’s next for their products, industries, customers, employees, and the market. Ultimately, our vision is to raise the bar for human experiences by amplifying individual voices.  Learn more atmomentive.ai.

About Symphony Technology Group (STG)

STG is a private equity partner to market leading companies in data, software, and analytics. The firm brings experience, flexibility, and resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market winning portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is dedicated to transforming and building outstanding technology companies in partnership with world class management teams. STG’s expansive portfolio has consisted of more than 50 global companies. For more information, please visit www.stgpartners.com.

Media Contact:

Katie Miserany

pr@momentive.ai

Source: Momentive Global Inc.

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Document and Entity Information	May 31, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	May 31, 2023
Entity File Number	001-38664
Entity Registrant Name	Momentive Global Inc.
Entity Central Index Key	0001739936
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0765058
Entity Address, Address Line One	One Curiosity Way
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94403
City Area Code	650
Local Phone Number	543-8400
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	MNTV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false