UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

CONFLUENT, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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.

☐

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2021, Confluent, Inc. (the “Company”) furnished a Current Report on Form 8-K (the “Original 8-K”) that included a press release announcing the Company’s financial results for the quarter ended June 30, 2021. This Current Report on Form 8-K/A amends the Original 8-K solely to correct the amounts shown for Non-GAAP net loss per share attributable to common stockholders, basic and diluted for the six months ended June 30, 2021 and June 30, 2020 that were included in the table titled “Reconciliation of GAAP Measures to Non-GAAP Measures” in the Company’s press release.
 

The following amended table reflects the corrected amounts of $(0.60) and $(0.44) for Non-GAAP net loss per share attributable to common stockholders, basic and diluted for the six months ended June 30, 2021 and June 30, 2020, respectively. Such amounts are calculated as Non-GAAP net loss divided by Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted. The Non-GAAP net loss and the Weighted-average shares remain unchanged. In addition, the GAAP net loss per share attributable to common stockholders, basic and diluted and Non-GAAP net loss per share attributable to common stockholders, basic and diluted for the three months ended June 30, 2021 and June 30, 2020, respectively, remain unchanged.

A copy of the corrected press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. Other than correction of the clerical error described in this Current Report on Form 8-K/A, no other changes have been made to the Original 8-K or the press release furnished therewith.

The information contained in this Item 2.02 and Item 9.01 of this Current Report on Form 8-K/A, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.