This action stems from a proposed transaction announced on October 27, 2022, pursuant to which UserTesting, Inc. would be acquired by Thoma Bravo, a leading software investment firm, and Sunstone Partners for $7.50 per share, in an all-cash transaction valued at approximately $1.3 billion.

On December 6, 2022, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omitted material information with respect to the Proposed Transaction, which rendered the Proxy Statement false and misleading.

On January 10, 2023, UserTesting held a special meeting of its shareholders in connection with the Acquisition. The Complaint alleges that in reliance on the Proxy Misrepresentations, UserTesting's misled shareholders voted to support the Acquisition. For these reasons, Plaintiff asserts claims against the Defendants under Sections 14(a) and 20(a) of the Exchange Act to recover the damages caused by their alleged violations.

On June 23, 2023, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an amended Complaint on August 11.