zuo-20220824

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2022

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(Exact name of registrant as specified in its charter)

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Delaware	001-38451	20-5530976
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


101 Redwood Shores Parkway, Redwood City, California						94065
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (888) 976-9056

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

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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
Class A common stock, par value $0.0001 per share	ZUO	New York Stock Exchange

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. o

Item 2.02. Results of Operations and Financial Condition.

On August 24, 2022, Zuora, Inc. (“Zuora”) issued a press release announcing the financial results of its fiscal quarter ended July 31, 2022. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this current report, including Exhibit 99.1, are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in Exhibit 99.1 shall not be deemed incorporated by reference in any registration statement or other document filed with the Securities and Exchange Commission by Zuora, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 8.01 Other Events

On August 24, 2022, Zuora issued a press release announcing that it entered into a Share Purchase Agreement, dated August 23, 2022 (the “Purchase Agreement”), by and among Zuora, Zuora UK Limited (a wholly-owned subsidiary of Zuora), Zephr Inc Limited (“Zephr”), the shareholders of Zephr and Shareholder Representative Services LLC as the representative of Zephr’s securityholders. Pursuant to the Purchase Agreement, Zuora UK Limited will acquire 100% of the issued share capital and other outstanding equity securities of Zephr, a cloud-based subscription management platform provider. Zuora expects the acquisition to be completed in early September 2022. Pursuant to the Purchase Agreement, consideration consists of approximately $44.0 million in cash paid at closing by Zuora (subject to customary adjustments for working capital, transaction expenses, cash and indebtedness). The foregoing excludes up to $6 million in an additional potential earnout payment tied to performance-based conditions if achieved by the Zephr business by January 31, 2023.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished as part of this report:


Exhibit Number						Description
99.1						Press release , dated August 24 , 2022, issued by Zuora, Inc.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.


		ZUORA, INC.
		(Registrant)

Dated: August 24, 2022	By:	/s/ Todd McElhatton
		Todd McElhatton
		Chief Financial Officer