Atlassian Corp Plc SEC Filings

TEN Holdings, Inc. ("XHLD") has obtained written consent from its 64.9% majority stockholder to approve two dilutive share issuances that together exceed the 20% threshold set by Nasdaq Rule 5635(d):

• Settlement Agreement with Sunpeak Holdings Corp. ("SHC") – $4.91 million debt-for-equity swap. SHC purchased claims against the Company and is receiving shares priced at the 23-Apr-2025 closing price (subject to adjustment) plus 175,000 fee shares. Court approval under Section 3(a)(10) was obtained on 30-Apr-2025, and 5.56 million shares (including fee shares) have already been issued through 25-Jun-2025.
• Purchase Agreement (equity line) with Lincoln Park Capital – up to $20 million. Over a 24-month term beginning after an effective resale registration statement, TEN can direct Lincoln Park to buy up to 100,000–175,000 shares per draw (max $750k per draw). Pricing equals 97% of the lower of (i) the lowest trade on the draw date or (ii) the average of the three lowest closes in the prior 10 trading days. Lincoln Park received 882,145 commitment shares up-front and is barred from shorting. The Company may terminate the facility at any time.

The Board believes these “Corporate Issuances” will (i) extinguish $4.91 million of liabilities and (ii) provide flexible, discretionary access to $20 million of growth or working-capital funding. Because each transaction could result in the issuance of ≥20% of pre-transaction outstanding shares at below the Nasdaq “Minimum Price,” stockholder approval was required and was granted via written consent dated 08-Jul-2025.

Dilution impact: As of the 08-Jul-2025 record date, TEN had 35.1 million shares outstanding. The SHC settlement has already added ~5.6 million shares (≈16%), and the Lincoln Park facility plus remaining SHC shares could add materially more, reducing existing holders’ voting power. SHC’s ownership is capped at 4.99% and Lincoln Park is subject to 9.99% beneficial-ownership and per-draw dollar limits, but cumulative dilution could exceed 40% if the full $20 million is drawn at low prices.

Key terms & safeguards: default triggers under the SHC agreement if the share price falls to ≤$0.25 or 30-day average volume drops below 100k; no “at-the-market” or additional equity lines for 24 months; court fairness opinion under Section 3(a)(10) provides Securities Act registration exemption; no dissenter appraisal rights.

Mailing of the Information Statement starts in July 2025; the actions become effective ~20 days later (on or about Aug-2025). No further stockholder action or proxies are required.

Instrument overview: The Bank of Nova Scotia (BNS) is offering $2.1 million aggregate principal of Fixed Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA). The notes settle T+5 on July 9 2025, pay a fixed coupon of $334.25 per $10,000 every quarter (13.37% p.a.) and mature on January 6 2027.

Key mechanics:

• Initial price: $153.30 (NVDA close on the trade date).
• Trigger price: 80% of initial price ($122.64). This is the sole principal-protection threshold.
• Redemption: • If NVDA’s closing price on January 4 2027 ≥ trigger, investors receive 100% principal in cash plus final coupon. • If NVDA < trigger, investors receive NVDA shares equal to $10,000 / $153.30 ≈ 65.21 shares per note (cash for fractions). The value of that share package will be <80% of principal and falls one-for-one with further declines between valuation date and maturity.
• Coupons: Paid unconditionally on six scheduled dates from Oct 3 2025 to Jan 6 2027; investors do not forego coupons even if the trigger breaches during the life of the note.

Pricing & distribution details: Issue price is 100% of principal. Underwriting commission is 1.12% ($112 per note); net proceeds 98.88%. The initial estimated value is $9,741.90 per $10,000, 2.58% below issue price, primarily due to BNS internal funding rate and dealer margins. Scotia Capital (USA) Inc. will distribute the notes to Goldman Sachs & Co. LLC, which may act as market-maker but has no obligation to provide liquidity.

Risk profile:

• Market risk: Investors assume downside identical to owning NVDA once the 20% buffer is breached yet forego all upside beyond coupon stream.
• Credit risk: Payments depend on BNS (senior unsecured). Notes are not CDIC or FDIC insured.
• Valuation & liquidity: Secondary prices are expected to start near GS&Co.’s model value (issue price minus ~2.6%) and could be materially below principal; no exchange listing.
• Tax: Complex U.S. treatment—coupons split between interest (5.82% p.a.) and put-option premium (7.55% p.a.); potential capital-gain taxation on maturity/ sale. Canadian withholding rules and “hybrid mismatch” provisions may also apply.

Use-case: Suitable only for investors seeking high fixed income over ~18 months, confident NVDA will not fall >20%, and comfortable with equity settlement, credit exposure to BNS, limited liquidity and no dividend participation.

Instrument overview: The Bank of Nova Scotia (BNS) is offering $2.1 million aggregate principal of Fixed Coupon Trigger Notes linked to the common stock of NVIDIA Corporation (NVDA). The notes settle T+5 on July 9 2025, pay a fixed coupon of $334.25 per $10,000 every quarter (13.37% p.a.) and mature on January 6 2027.

Key mechanics:

• Initial price: $153.30 (NVDA close on the trade date).
• Trigger price: 80% of initial price ($122.64). This is the sole principal-protection threshold.
• Redemption: • If NVDA’s closing price on January 4 2027 ≥ trigger, investors receive 100% principal in cash plus final coupon. • If NVDA < trigger, investors receive NVDA shares equal to $10,000 / $153.30 ≈ 65.21 shares per note (cash for fractions). The value of that share package will be <80% of principal and falls one-for-one with further declines between valuation date and maturity.
• Coupons: Paid unconditionally on six scheduled dates from Oct 3 2025 to Jan 6 2027; investors do not forego coupons even if the trigger breaches during the life of the note.

Pricing & distribution details: Issue price is 100% of principal. Underwriting commission is 1.12% ($112 per note); net proceeds 98.88%. The initial estimated value is $9,741.90 per $10,000, 2.58% below issue price, primarily due to BNS internal funding rate and dealer margins. Scotia Capital (USA) Inc. will distribute the notes to Goldman Sachs & Co. LLC, which may act as market-maker but has no obligation to provide liquidity.

Risk profile:

• Market risk: Investors assume downside identical to owning NVDA once the 20% buffer is breached yet forego all upside beyond coupon stream.
• Credit risk: Payments depend on BNS (senior unsecured). Notes are not CDIC or FDIC insured.
• Valuation & liquidity: Secondary prices are expected to start near GS&Co.’s model value (issue price minus ~2.6%) and could be materially below principal; no exchange listing.
• Tax: Complex U.S. treatment—coupons split between interest (5.82% p.a.) and put-option premium (7.55% p.a.); potential capital-gain taxation on maturity/ sale. Canadian withholding rules and “hybrid mismatch” provisions may also apply.

Use-case: Suitable only for investors seeking high fixed income over ~18 months, confident NVDA will not fall >20%, and comfortable with equity settlement, credit exposure to BNS, limited liquidity and no dividend participation.

Atlassian Corporation (NASDAQ: TEAM) – Form 4 insider transaction

Co-founder, Director and 10% owner Scott Farquhar reported the sale of Atlassian Class A common shares on 2 July 2025 under a previously adopted Rule 10b5-1 trading plan (adopted 12 Feb 2025).

• Total shares sold: 7,665 shares across five individual transactions
• Price range: weighted-average prices between $201.58 and $206.53
• Gross proceeds (approx.): US$1.56 million
• Remaining beneficial ownership: 475,230 Class A shares, held through Farquhar Investment Partnership No. 2

The sales represent roughly 1.6 % of Farquhar’s reported holdings. No derivative transactions were disclosed, and no purchases were reported. Because the disposition was executed pursuant to a 10b5-1 plan, it is considered pre-scheduled and not necessarily indicative of current sentiment; however, the reduction in holdings by a key founder is still monitored closely by investors.

White Pine LLC and its parent Laird Norton Company LLC filed Amendment No. 4 to Schedule 13G disclosing that their combined beneficial ownership of Zevia PBC (ticker ZVIA) has fallen below the 5 % reporting threshold. As of 30 June 2025 they hold 951,548 Class A shares and 2,405,938 exchangeable Class B units/shares, totalling 3,357,486 shares, equal to 4.9 % of the Class A float and roughly 4.5 % of all outstanding capital stock. All voting and dispositive power is shared; neither entity has sole authority.

The amendment also corrects an earlier overstatement: Amendment No. 3 had reported 4,838,288 shares, but the accurate figure for 31 December 2024 was 4,747,490. Because the current stake is now below 5 %, this filing constitutes an exit filing; future 13G updates are not required unless ownership again exceeds the threshold.

Implications for investors are moderate. A previous >5 % holder has marginally reduced (or been diluted in) its position, slightly increasing Zevia’s free-float and diminishing the potential influence of White Pine/LNC on shareholder matters. No operational, financial or strategic changes are mentioned.

Connexa Sports Technologies Inc. (Nasdaq: YYAI) has entered into a Securities Purchase Agreement for a private placement of 20 million units at $0.23 per unit, generating gross proceeds of approximately $4.6 million. Each unit comprises one common share and two five-year warrants exercisable at $0.89. The warrants include standard anti-dilution provisions and allow cashless exercise if a resale registration statement is unavailable.

The closing is conditional upon satisfying all Nasdaq listing rules and obtaining shareholder approval via a forthcoming Schedule 14C. The Company may terminate the deal if it has not closed by 31 December 2025.

Because every unit carries two warrants, full exercise would add up to 40 million additional shares, materially expanding the share count. Nevertheless, the immediate capital injection strengthens liquidity without assuming balance-sheet debt.

Connexa Sports Technologies Inc. (Nasdaq: YYAI) has entered into a Securities Purchase Agreement for a private placement of 20 million units at $0.23 per unit, generating gross proceeds of approximately $4.6 million. Each unit comprises one common share and two five-year warrants exercisable at $0.89. The warrants include standard anti-dilution provisions and allow cashless exercise if a resale registration statement is unavailable.

The closing is conditional upon satisfying all Nasdaq listing rules and obtaining shareholder approval via a forthcoming Schedule 14C. The Company may terminate the deal if it has not closed by 31 December 2025.

Because every unit carries two warrants, full exercise would add up to 40 million additional shares, materially expanding the share count. Nevertheless, the immediate capital injection strengthens liquidity without assuming balance-sheet debt.

Form 4 filed 07/01/2025: Atlassian Corporation (TEAM) Co-Founder, CEO, Director and 10% owner Michael Cannon-Brookes converted 490,560 Class B shares into Class A shares (Transaction Code C). The Class B shares were held by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust. The conversion was executed in connection with sales to be effected under a Rule 10b5-1 trading plan adopted on 02/20/2025.

Following the transaction, Cannon-Brookes’ reported holdings are:

• Class A common stock: 490,560 shares (indirect)
• Class B common stock (convertible one-for-one with no expiration): 48,024,933 shares (indirect)

No price was paid for the conversion (exercise price $0.00). The filing signals preparation for future open-market sales while complying with Section 16 reporting obligations and the updated Rule 10b5-1 affirmative-defense conditions.

Form 4 filed 07/01/2025: Atlassian Corporation (TEAM) Co-Founder, CEO, Director and 10% owner Michael Cannon-Brookes converted 490,560 Class B shares into Class A shares (Transaction Code C). The Class B shares were held by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust. The conversion was executed in connection with sales to be effected under a Rule 10b5-1 trading plan adopted on 02/20/2025.

Following the transaction, Cannon-Brookes’ reported holdings are:

• Class A common stock: 490,560 shares (indirect)
• Class B common stock (convertible one-for-one with no expiration): 48,024,933 shares (indirect)

No price was paid for the conversion (exercise price $0.00). The filing signals preparation for future open-market sales while complying with Section 16 reporting obligations and the updated Rule 10b5-1 affirmative-defense conditions.