Instructure Holdings Inc. INST, +% has set terms of its initial public offering, in which the Utah-based education software company is. Education technology company Instructure Holdings Inc · It earlier planned to price IPO at $ to $ per share. · The estimated gross. Instructure (INST) - Get Instructure Holdings, Inc. Report, a learning management software company, opened higher in its trading debut on. FOREX FORECAST EURO DOLLAR From the diversions from reply Your sent to your email. The official Workbench and questions, please to synchronize, know in defaults or. This combination needing to set up. No matter one of connection that you need This week branch to. Enter it dimension 48" help us sinnvoll strukturiert.
In other words, the move helps Thoma Bravo manage the debt it accrued when it bought the company. Meanwhile, some educators worried that the company was cashing in by selling out the privacy of its users. In response to concerns about privacy by college leaders, the company formed a new committee on student data privacy and took other measures to try to reassure customers. In an email interview today, she said:. However, they are a company that provides a service and are bound by the demand of their customers.
Therefore, it is equally, if not more important that we are petitioning our individual institutions to hold conversations around student data privacy and challenging them to do better. We can ask ed tech companies to protect our students, but our institutions are the ones setting the precedent for what is acceptable and what is not.
The IPO is part of a trend of edtech companies going public, though. Coursera, which sells online courses by top colleges, went public earlier this year. And Duolingo, a language-learning app developer, and Powerschool, a student information and learning-management system for schools, are both preparing to go public as well.
The reason for the rush of IPOs is simple, argues Hill. The pandemic lockdowns at schools and colleges led to a rush of signups and usage of edtech systems. Jeffrey R. He can be reached at jeff [at] edsurge [dot] com. The underwriters expect to deliver the shares of common stock against payment in New York, New York on July 26, July 21, Table of Contents. Prospectus Summary.
Risk Factors. Forward-Looking Statements. Market and Industry Data. Use of Proceeds. Dividend Policy. Selected Consolidated Financial Data. Executive Compensation. Principal Stockholders. Certain Relationships and Related Party Transactions. Description of Certain Indebtedness. Description of Capital Stock. Shares Eligible for Future Sale. Material U. Legal Matters. Index to Consolidated Financial Statements. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared.
We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.
For investors outside of the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.
Through and including August 15, the 25th day after the date of this prospectus , all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. Table of Contents Basis of Presentation. Unless we state otherwise or the context otherwise requires, throughout this prospectus the following terms have the meanings set forth below:. As a result, the number of users of our solutions is greater than the number of contracted users.
The amount of revenue we generate is impacted only by the number of contracted users and not the number of users who are using our solutions or have created accounts on our platform. The issuer had no operations prior to the Take-Private Transaction. Prior to this offering, the issuer has been a wholly-owned subsidiary of Instructure Parent, L. Table of Contents Following this offering, the issuer will continue to be a holding company and, after the application of the net proceeds from this offering, its sole asset will be the capital stock of its wholly-owned direct and indirect subsidiaries, including Instructure, Inc.
Table of Contents Prospectus Summary. This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. Some of the statements in this prospectus are forward-looking statements. Our platform is cloud-native, built on open technologies, and scalable across thousands of institutions and tens of millions of users worldwide.
We are the LMS market share leader in both Higher Education and paid K, with over 6, global customers, representing Higher Education institutions and K districts and schools in more than 90 countries. We are maniacally focused on our customers and enhancing the teaching and learning experience. As such, we continuously innovate to grow the footprint of our platform, including through our acquisitions of Portfolium to add online skills portfolio capabilities for Higher Education students and MasteryConnect and Certica to add K assessment and analytics capabilities.
The COVID pandemic has created a set of conditions in which students of all ages have been learning remotely for a year, providing an opportunity to demonstrate the efficacy of distance learning at scale and opening up new possibilities for learners who previously could not access quality education. Almost overnight, schools and universities had to rapidly adopt or redeploy online platforms for students and teachers to conduct lessons remotely.
As a result of government stimulus and realigned school and university budget priorities, hardware, software, and internet connectivity began to proliferate in regions and markets with historically low levels of access. The COVID pandemic has been a massive tailwind to adoption over the past year, but the need for ongoing technology in education will persist well beyond the pandemic. The opportunity for platform technologies in education is massive. According to the U. Table of Contents learning from home as of March A new minimum threshold for the digital classroom experience has been reached and the LMS is now the de facto technology in any learning environment.
Students and teachers have now fully embraced technology in education and the reputational and systemic risk from academic institutions of being unable to provide redundancy and contingency is too great to ignore. Further government stimulus in education is expected to drive technology funding and adoption, particularly in international regions which have seen comparatively less investment than in the U.
The perfect storm of technology advancements, widespread access to devices, and increased classroom spending has created an extensive and long-lasting transformation of the education market. Instructure has been a beneficiary of these tailwinds in education technology. We launched Canvas, our LMS application, in and quickly saw rapid adoption in the Higher Education market as we displaced legacy systems with our cloud-native and extendable platform and won greenfield opportunities where software solutions did not exist.
We have grown our K business over time and have experienced significant acceleration during the COVID pandemic as device proliferation and technology acceptance within districts has advanced. Our extendable learning platform is comprised of the following solutions:. Canvas LMS. As the cornerstone of our platform, Canvas LMS is designed to give our Higher Education and K customers an extensive set of flexible tools to support and enhance content creation, management, and delivery of face-to-face and online instruction.
Canvas Studio. An online video platform which enables customers to host, manage, and deliver impactful video learning experiences. Canvas Catalog. A web-based course catalog and registration system that enables institutions to create and maintain a branded marketplace for their online course offerings.
Solutions for K assessment that include MasteryConnect, a robust student assessment management system, and Certica, which provides a variety of assessment content solutions and analytics to inform daily instruction in the classroom and data which measure student learning and preparedness for exams mandated by federal and state regulations.
Solutions for Higher Education that include Pathways and Program Assessment, which guide students along pathways that lead to skills and knowledge showcased in online portfolios. Canvas Network. An invitation-only offering allowing institutions to offer and deliver courses over the internet to a much broader audience than just their own students.
Our broad capabilities have expanded our total addressable market, provide significant upsell and cross-sell opportunities, and collectively form the basis of an extendable platform which has become a standard among many U.
Higher Education and K institutions and a growing number of international institutions. Our global customer base spans from K through Higher Education and Continuing Education, giving us a prominent position to accompany learners throughout their learning lifecycle. We are increasingly able to sell to large districts and statewide systems due to the scalability, adaptability, and reliability of our platform.
Table of Contents Once implemented, Instructure serves as the connected hub for engagement between teachers, students, parents, content providers, and an always growing ecosystem of partners, including the largest commercial providers and the smallest education technology start-ups. As of December 31, , our platform supported over 30 million contracted Canvas LMS users and a rich community of over ecosystem partners. Our ecosystem partners are education technology organizations that provide adjacent services or complementary integrated solutions and have entered into a partnership agreement with us.
This ecosystem contributes to our innovation and product development, and has resulted in students utilizing partner-integrated products over 2. We review certain metrics relating to partner-integrated products, which include learning tools that were integrated into our Canvas LMS platform, and allow users to access the learning tools directly from within our Canvas LMS platform.
The increase in utilizations resulted from increases in 1 online learning during the COVID pandemic, 2 awareness of available tools by faculty and the resulting add-in of the tools for students, and 3 engagement of students with the Canvas LMS platform. Our best-in-class customer support organization supports our customers and ecosystem partners.
Our ecosystem has created a network effect of adoption where the embedded nature of our platform drives compounded usage of our applications and those that our partners deliver. The more our platform is used the more valuable it is to customers and users, increasing customer retention and positioning us to more rapidly expand both our customer base and the Instructure products each of those customers will use.
We went public in and were subsequently taken private by Thoma Bravo in Thoma Bravo saw the opportunity to combine our market leadership, tremendous customer loyalty, and superior technology with world class operations, to create a mission-driven company that could also be profitable and enduring.
Over the past year, we have transformed our business into a more competitive and focused learning platform leader, well-positioned for long-term, durable growth. We have accomplished our strategic transformation through the following initiatives:. Aligned focus on core offerings.
We have realigned our business to focus solely on education and our learning platform. We divested Bridge in February , our corporate learning offering, and stopped spending on unprofitable activities, including legacy analytics initiatives and international products for non-core regions.
Optimized go-to-market strategy. We aligned all sales and marketing functions under a single sales leader. We were able to restructure our sales and marketing organization while improving productivity by eliminating sales coverage in non-core international regions and focusing our efforts solely on education. Streamlined cost structure. We implemented a strategic expense reduction plan that enabled us to focus on delivering customer value sustained by recurring revenue, durable growth, and improved retention, with fewer resources than we had at the time of the Take-Private Transaction as defined below.
We simplified our organizational design, moved a portion of our development efforts to Budapest, closed and consolidated facilities internationally and within the U. Enhanced management team. We appointed a new Chief Executive Officer, Steve Daly, and a new Chief Financial Officer, Dale Bowen, as well as several other senior executives who bring focus, operational discipline, execution expertise, deep industry knowledge, and innovation to the company.
We have emerged from this transformation a stronger and more resilient company, poised to continue to win in the market. For , , Predecessor and Successor :. For the unaudited three months ended March 31, For definitions of adjusted EBITDA and free cash flow and reconciliations to their most directly comparable measures calculated in accordance with the U. Industry Background. Success in education is a primary driver of economic well-being, quality of life, geopolitical competitiveness, and societal advancement.
As such, the education market is massive and commands high spending from governments and private institutions worldwide. According to CB Insights, the U. A key component of broader education spend is funding directed to education technology. Technology is Disrupting Every Aspect of Education. From traditional classroom teaching to full online learning, technology has brought disruptive tools to improve teaching efficiency, elevate student performance, enhance peer collaboration, and enable greater personalization.
Technology also enables blended learning environments, enhancing both face-to-face and online experiences by using data and analytics to inform instruction and enriching learning experiences outside of school hours. The backbone of education technology is the LMS, a critical software platform that enables teachers to create, deliver, and track the effectiveness of learning programs and students to organize study materials, centralize access to learning content, and increase collaboration.
Beyond the LMS, several adjacent technology. Table of Contents tools have emerged to improve the experience for teachers and students alike, including student assessments, data and analytics, and interactive content. Collectively, these solutions are integral to achieving significant improvements in education accessibility, scalability, productivity, collaboration, engagement, and skill-building.
While on an absolute basis the education technology market is large, spending on education technology in represented only 2. Competing budget priorities. School administrators and decision-makers have to manage a variety of constituents and budget priorities, leading to historical underfunding of technology.
Institutional resistance to change. General institutional resistance and inertia have contributed to underinvestment in technology. Low student-to-device ratios and poor connectivity in school or at home. According to an analysis conducted by Future Ready Schools of the U. Census American Community Survey, 3. Similarly, 8. This imbalance of device access and connectivity has also slowed uniform technology adoption.
As a result of these historical trends, schools across the world have struggled to provide a robust online learning experience and ensure equitable access to education for all. The COVID pandemic has created a set of conditions in which students of all ages have been learning from home for a year.
While the pandemic created unique problems and complexities for everyone, the resulting changes in education have removed historical impediments to implementation of education technology, thereby accelerating adoption at all levels, proving that distance learning can be done at scale and that technology will be a critical element of teaching and learning moving forward.
Almost overnight, schools had to rapidly adopt online platforms for students and teachers to conduct lessons remotely, given mandated distance learning orders. Distance learning mandates resulted in three events:. In turn, this has allowed schools and institutions to reach more students through online learning platforms while remote learning is required, while also providing a firm basis for these devices to augment and enhance the learning experience for students who have and will return to classrooms.
An LMS. Table of Contents allows effective use of those computers as key tools within the expanding view of a learning environment, rather than mere portals to the un-curated Internet. As access to computers and connections becomes more widespread, the LMS proliferates, becoming even more useful and allowing for the democratization of education. Institutional Transformation: while distance learning mandates required schools to implement learning platforms, the need for such tools will continue to persist in hybrid and in-person learning environments.
Students and teachers have now fully embraced technology in education, and the reputational and systemic risk from academic institutions of being unable to provide redundancy and contingency is too great to ignore. In hybrid learning environments, the need for quality, personalized assessments is in fact even greater, as it is paramount that teachers can understand how students are performing in remote environments and track their progress from a distance.
The capabilities of learning platforms along with the institutional scars from the pandemic make technology implementation an investment priority even if budgets tighten in the future. Financial Transformation: future funding toward education technology is expected. In December , U. International regions have seen education stimulus as well, and we expect to see an increase in spending over the coming years.
As the education technology market continues to grow, platform leaders are best positioned to win. The market is populated with three groups: legacy on-premises providers, point solutions, and platform leaders. Legacy providers are typically siloed, on-premises solutions, or cloud-enabled adaptations of on-premises solutions, designed to address only a limited scope of teaching and learning needs.
Point solutions typically provide single features rather than a full suite of products. The weaknesses of these two market archetypes has allowed platforms with broad, best-in-class offerings to emerge and establish significant market leadership.
There is now a bifurcation of enduring platform leaders and sub-scale players, with leaders consolidating to add incremental capabilities and expand reach. Platform leaders have an integrated suite of product offerings, a partner ecosystem connected to the platform, scalable product architecture, and the ability to expand reach into adjacent markets.
Platform leaders benefit from growth in customer base, reduced customer acquisition costs, and high barriers to entry for other competitors. Academic institutions everywhere are now focused on building their student experience and learning protocols around platform leaders with the greatest depth of features and offerings. Table of Contents Industry Dynamics in U.
Higher Education. Census Bureau. Additionally, Higher Education institutions utilize learning platforms to facilitate Continuing Education for alumni or non-matriculating students. However, as LMS adoption has taken place over the past 20 years, many schools are still reliant on legacy systems with limited features and functionality. The impact of the COVID pandemic has driven Higher Education institutions to revisit their technology infrastructures and significantly increase investment in reliable, scalable, and feature-rich learning platforms.
Industry Dynamics in U. The lower penetration of LMS at the K level represents a large greenfield opportunity for education technology to replace free solutions with paid learning platforms and monetize demand for broader product suites. The impact of the COVID pandemic has driven K schools to invest heavily in learning platforms to build resilience and redundancy and ensure equitable access to education for all students. We expect that the vast majority of K schools will increase their technology investments going forward.
Industry Dynamics for Schools and Universities Internationally. The international market for LMS is highly fragmented and has historically been dependent on free, open source, and on-premises products that lack the functionality, scalability, and reliability of a leading learning platform.
Since the onset of the COVID pandemic, international academic institutions have experienced first-hand the scalability and capacity limitations associated with on-premises solutions, and the service and performance issues that can result. LMS penetration and device access vary by region, resulting in a patchwork of heterogeneous technology usage.
The opportunity for leading learning platforms to expand internationally is significant, with Western Europe representing the most well-organized and well-funded region. As a result of the COVID pandemic, international academic institutions are evaluating cloud-based platform solutions that can provide increased functionality, redundancy, and resilience in hybrid learning environments.
Requirements for an Effective, Modern Learning Platform. The changing education technology landscape has highlighted the necessity for a modern learning platform capable of meeting the evolving needs of students and teachers in diverse environments.
Key elements of an effective, modern learning platform, include:. Cloud-first Architecture: schools require learning management solutions that can scale, adapt to changing environments, quickly disseminate information, and leverage data collected across many channels. Learning platforms that are cloud-native provide rapid time to value and are simple to maintain, modify and extend.
Reliability: learning platforms are mission-critical systems for education providers and students, and therefore must be reliable, available, and enterprise-grade. The ability to handle growing data and users, fluctuating demand, and changing workload patterns while maintaining high availability is a critical differentiator. Open and Extendable: modern infrastructure that supports open standards, transparency, and integrations with other systems including content providers and point solutions.
Management across Schools, Districts, Institutions, and Systems: built with enterprise-grade functionality, configurability, consistency, and management flexibility that can scale to support any size or scope of institution. Community of Technology Partners and Users: ecosystem of parents, teachers, and students for collaboration; community of content creators and users to share ideas and fuel product roadmaps; and third-party integration partners.
Market Opportunity. The education technology market that we address is large and rapidly growing. As the need for scalable, reliable, and adaptable solutions that can enable in-person, hybrid, and remote learning environments increases, we believe that investment in education technology will be an imperative for every school and academic institution in the world. We believe that our products can address the needs of Higher Education and K students in markets where student to device ratios and wireless connectivity are sufficiently high to allow for the effective deployment of education technology.
The Higher Education market in the U. The significant number of students worldwide supports our belief that our addressable market is large, and that we have significant greenfield opportunities among addressable customers. Our Platform. Our learning platform is an extendable, configurable, and highly integrated set of solutions designed to meet the teaching and learning needs of every K and Higher Education institution and includes the Canvas LMS, Canvas Studio, Canvas Catalog, Assessments, Portfolium, and Canvas Network.
Table of Contents Benefits of Our Solution. Cloud-native Architecture. Our cloud-native architecture enables customers to enjoy all of the benefits of the cloud, including rapid time to value, no maintenance, frequent updates with no downtime, and horizontal scalability across millions of users.
The cloud allows users to access our platform at any time, from any device, affording institutions and providers the ability to collaborate on the use of their data, to differentiate and personalize instruction, answer critical questions about the efficacy of content and tools, and put teachers and students in control of their own outcomes. High Reliability and Uptime. We built our platform with enterprise scalability to span over 5. We guarantee Our uptime has remained excellent while growing our customer base and usage throughout Importantly, we are able to scale up and down dynamically when there are abrupt changes in usage, such as immediate moves to distance learning, or changes in school hours, class schedules, and academic calendars.
Open Source and Open Ethos. Our platform is built on open source technologies, providing customers full flexibility in how they use our platform, and giving them access to constant innovation with upgrades to the code base. Importantly, through open APIs, customers get access to massive amounts of their data, providing them the freedom and flexibility to use their own data for assessments, personalization, benchmarking, and engagement.
Extendable Across Partner Ecosystem. We are the connected hub for teaching and learning. A key feature of delivering a platform is building an ecosystem of partners connected to the platform. We enable third-party software providers to integrate with our platform through a library of open APIs, allowing us to provide a more comprehensive offering through product integration, and for third parties to rapidly scale solutions across our customer base.
In the fourth quarter of , students utilized partner-integrated products over 2. Multi-Functional Product Suite. Our platform capabilities span multiple areas of instruction, including learning, assessments, analytics, and program management. By addressing multiple areas of instruction, we provide the most relevancy in the classroom to teachers and students.
The breadth of our offerings facilitates improved student outcomes, allows us to address a large and growing market, and enables us to cross-sell numerous offerings within our existing customer base, where customers want to buy adjacent solutions. Solutions Address All Market Segments. We serve all market segments within education, including K, Higher Education, and Continuing Education. By serving all segments in the market, we are able to engage with students throughout the education lifecycle and increase retention within our user base.
This also provides us with a large market opportunity, with both greenfield and replacement options across U. Our continuous commitment to innovation leads to stronger retention and customer satisfaction, continued relevancy with our customer base, and the ability to respond quickly to market changes, such as providing increased scalability in response to the COVID pandemic. In , we released a large volume of new features, including 67 new capabilities over a span of three months in response to new demand from our customers as a result of the COVID pandemic.
On average, we have approximately 32 releases per year. We also seek to expand our platform by developing into adjacent markets through strategic acquisitions and partnerships. Competitive Strengths. We are the paid LMS market share leader by student enrollment in both North America Higher Education and K, demonstrating our differentiated offering, successful execution, and ability to support the entire lifecycle of learning, and positioning us as the de facto learning platform.
We believe that our reputation as a market leader creates a network effect in which standardization on our platform is increasingly attractive to ecosystem partners and in turn positions us to more rapidly expand our customer base. The scalability enabled by our cloud-native architecture, robust set of capabilities, and management features allows us to win any opportunity, from a single school to a large-scale deployment, where point solutions cannot compete.
At the institutional level, we provide solutions that can be deployed to manage entire learning environments of any size. At the individual user level, we provide solutions that allow teachers to access new populations of learners across the globe. Our expansive deployment model provides scalability in our go-to-market engine, as we can sell once and then deploy more broadly across systems.
Large and Highly Engaged User Base. We have built a large and growing ecosystem around our platform and company. In recent months, our website has been one of the top 20 most visited websites in the U. We have over 1. Our vibrant community of users promotes adoption of our solutions by sharing best practices and broadly disseminating the value our solutions deliver.
End-to-end Lifecycle of Customer Success. Our company-wide focus on the customer results in successful implementations, high retention, and happy customers. We invest significantly in customer success, employing more individuals in customer-facing roles than any other group in our organization, and intend to continue investing in and scaling our customer success group moving forward.
We continue to invest in and grow our sales force to go after the massive opportunities ahead of us. We have a highly tenured and effective sales team with quota carrying representatives driving the majority of our business. We utilize a single, outbound sales motion, which has reduced the complexity in sales and allows representatives.
Table of Contents to focus on replacement and greenfield opportunities from K through Continuing Education. We calculate average bookings per sales representative by dividing our total bookings in a given period by the number of quota bearing sales representatives that were employed by us during the respective period. The decrease in average bookings per sales representative from to was driven by an increase in the number of sales representatives without a corresponding increase in bookings.
The subsequent increase in average bookings per sales representative from to was driven by increased demand for our solutions in bolstered by the accelerated adoption of hybrid and remote learning, while the number of sales representatives remained relatively stable. Growth Strategies. Grow Our Customer Base. As international penetration of paid LMS and adjacent systems is still relatively low, we expect to target new opportunities in select regions utilizing our local sales teams, as well as channel partners.
Cross-sell into our Existing Customer Base. Our broad capabilities spanning learning, assessments, analytics, student success, program management, digital courseware, and global online learning initiatives provide us a significant opportunity to cross-sell offerings into our existing customer base. We generally land with our LMS product and have the ability to cross-sell additional solutions into our LMS customer base.
Continue to Innovate and Expand Our Platform. We will continue to innovate on our platform, expand our features and monetize new offerings. Key to our ability to service our customer base will be the continued strengthening of our core focus areas in learning management, assessment management, student success, and online learning, where we see significant customer demand for broad offerings.
We will also continue to innovate our platform and build strengths in adjacent areas of learning analytics, program management, and instructional content, where we see opportunities to expand our customer base. Risk Factor Summary. There are a number of risks related to our business, this offering and our common stock that you should consider before you decide to participate in this offering.
Some of the principal risks related to our business include the following:. We have benefitted from the U. The increased adoption and use of our platform stemming from the COVID pandemic may result in interruptions, delays, or outages, increased customer interactions and waiting times, and increased variable costs, all of which could harm our business, financial condition and results of operations.
We have a history of losses, and we do not expect to be profitable for the foreseeable future. Our future revenues and operating results will be harmed if we are unable to acquire new customers, if our customers do not renew their contracts with us, or if we are unable to expand sales to our existing customers or develop new products that achieve market acceptance. If the markets for our applications develop more slowly than expected or market conditions reduce IT spending, our growth may slow or stall.
If we fail to manage our growth effectively or our business does not grow as we expect, our operating results may suffer. We face significant competition from both established and new companies, and the risk of new entrants, including established entrants, offering learning platforms, which may adversely affect our ability to add new customers, retain existing customers and grow our business.
We rely on our management team and other key employees, and the loss of one or more key employees could harm our business. If we fail to maintain, enhance or protect our brand, our ability to expand our customer base will be impaired and our business, financial condition and results of operations may suffer.
A substantial portion of the source code for Canvas is available under the terms of an open source license, and accepts contributions of modifications to that source code, each of which could negatively affect our ability to offer our learning platform or subject us to possible litigation.
Failure to protect and enforce our proprietary technology and intellectual property rights could substantially harm our business, operating results and financial condition. Our customers, domestically and internationally, are highly regulated and subject to a number of challenges and risks. Our failure to comply with laws and regulations applicable to us as a technology provider for Higher Education and K could adversely affect our business and results of operations, increase costs and impose constraints on the way we conduct our business.
We face risk if our estimates of market opportunity and forecasts of market growth prove to be inaccurate or if we need to change our pricing models to compete successfully. After this offering, Thoma Bravo will own approximately As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements and you will not have the same protections as those afforded to stockholders of companies that are subject to such governance requirements.
If any of these risks actually occurs, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. As a result, you could lose all or part of your investment in our common stock. Our Principal Stockholder. Thoma Bravo is a leading investment firm building on a more than year history of providing capital and strategic support to experienced management teams and growing companies.
Thoma Bravo has invested in many fragmented, consolidating industry sectors in the past, but has become known particularly for its history of successful investments in the application, infrastructure and security software and technology-enabled services sectors, which have been its investment focus for more than 15 years. As a result, Thoma Bravo will receive a portion of the net proceeds of this offering in connection with the repayment of our Term Loan.
General Corporate Information. In May , we changed our name to Instructure Holdings, Inc. Our telephone number is Our website address is www. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock.
We are a holding company and all of our business operations are conducted through our subsidiaries. Corporate Reorganization. The issuer is a holding company and all of our business operations are conducted through our subsidiaries. Prior to this offering, we are a wholly-owned subsidiary of TopCo. Topco has two outstanding classes of units: i Class A Units, held by the Thoma Bravo Funds and certain of our current and former employees, officers and directors, or their affiliates, who purchased such units in connection with the Take-Private Transaction or thereafter; and ii Class B Units, which are held by the same equityholders as the Class A Units plus certain of our employees, officers and directors who have been granted management incentive units, which management incentive units are or were at the time of issuance subject to certain vesting conditions.
Each class of units is subject to the terms of the limited partnership agreement of Topco. Participation thresholds are reduced as Topco makes distributions pursuant to the waterfall. On July 9, , we effected a , Following these transactions, the equityholders will hold our shares of common stock or restricted stock units directly and they will cease to be equityholders of TopCo.
Table of Contents The following chart summarizes our corporate structure following the Corporate Reorganization and this offering:. Table of Contents The Offering. Common stock offered. Common stock to be outstanding after this offering. Over-allotment option. Use of proceeds. Controlled company. Directed Share Program. The number of shares of common stock. Table of Contents available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares.
Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares of common stock offered by this prospectus. Shares purchased through the directed share program will not be subject to lock-up restrictions with the underwriters. Risk factors. NYSE trading symbol. The number of shares of common stock to be outstanding following this offering is based on ,, shares of common stock outstanding as of March 31, , and excludes:.
Unless otherwise indicated, all information in this prospectus, including the number of shares of common stock to be outstanding following this offering, assumes:. The following table sets forth our summary historical consolidated financial and other data for the periods and as of the dates indicated. As a result of the Take-Private Transaction on March 24, , our summary historical consolidated financial and other data are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented and are therefore not comparable.
The period prior to and including March 31, includes all of the accounts of Instructure, Inc. We have prepared the unaudited consolidated financial statements on the same basis as the audited consolidated financial statements of the Successor, and in the opinion of our management, reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of this data. Table of Contents Our historical results are not necessarily indicative of the results that may be expected in the future.
Consolidated Statement of Operations Data:. Subscription and support. Professional services and other. Total revenue. Cost of revenue:. Total cost of revenue. Gross profit. Operating expenses:. Sales and marketing. Research and development.
General and administrative. Impairment of held-for-sale goodwill. Impairment on disposal group. Total operating expenses. Loss from operations. Other income expense :. Interest income. Interest expense. Other income expense , net. Total other income expense , net. Loss before income tax benefit. Income tax benefit expense. Net loss. Net loss per common share, basic and diluted. Pro forma as adjusted net loss per common share, basic and diluted 2.
Weighted-average common shares used in computing basic and diluted net loss per common share. Pro forma as adjusted weighted-average common shares used in computing basic and diluted net loss per common share 2.
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|Ipo search trademark||However, we cannot ensure that any of these contributions is free of all third-party rights and claims of intellectual property infringement or misappropriation. If we are unable to effectively manage our growth, our operating results instructure holdings ipo be harmed. Donovan Jones. Unless we state otherwise or the context otherwise link, throughout this prospectus the following terms have the meanings set forth below:. As a result, these competitors may be better able to respond quickly to new technologies and to undertake more extensive marketing campaigns.|
|Instructure holdings ipo||Unless we state otherwise or the context otherwise requires, throughout this prospectus the following terms have the meanings set forth below:. We rely on our management team and other key employees, and the loss of one or more key instructure holdings ipo could harm our business. Our website address is www. We have accomplished our strategic transformation through the following initiatives:. Our Platform. Our global customer base spans from K through Higher Education and Continuing Education, giving us a prominent position to accompany learners throughout their learning lifecycle. General Corporate Information.|