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Description of Business
6 Months Ended
Jul. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
Business
Couchbase, Inc. provides a unified, AI-ready solution on a single purpose-built platform designed to power the next generation of intelligent applications across cloud, on-premises, and edge environments. Couchbase was incorporated in the State of Delaware in 2008 and is headquartered in San Jose, California. In these notes to the unaudited condensed consolidated financial statements, the “Company,” “Couchbase” “we,” “us,” and “our” refers to Couchbase, Inc. and its subsidiaries on a consolidated basis.
Proposed Merger with Haveli Investments, L.P.
On June 20, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cascade Parent Inc. (“Parent”) and Cascade Merger Sub Inc. (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Couchbase (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are affiliates of Haveli Investments, L.P. (“Haveli”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Company's common stock (subject to certain exceptions) will be automatically converted into the right to receive cash in an amount equal to $24.50, without interest, net of applicable withholding taxes. Outstanding equity awards and warrants will be treated in accordance with the Merger Agreement and generally converted into cash consideration based on the Per Share Price, to the extent vested and in-the-money, subject to the terms and conditions of each award.
The Merger is subject to the approval of the Company’s stockholders at a special meeting of stockholders on September 9, 2025, regulatory clearance, and other customary closing conditions. The Merger Agreement contains customary termination rights and provides for a termination fee of $42.0 million payable by the Company under certain circumstances, or $82.5 million payable by Parent in other specified circumstances.
The Merger is expected to close by the end of calendar year 2025, subject to satisfaction of the closing conditions. Upon closing, the Company will cease to be a publicly traded company and will be delisted from the Nasdaq Global Select Market.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on June 20, 2025.