Superhuman Files SEC Notice Showing $320 Million Equity Sale Tied to a Business Combination

Superhuman Platform Inc. has filed an SEC notice for a $320 million exempt equity offering, stating that the full amount was sold to 45 investors. The filing marks the sale as connected to a business combination, but it leaves the nature of that transaction—and the ownership and pricing terms behind the securities—off the public record.

A notice of a completed offering

The new Form D claims the Rule 506(b) exemption and identifies the securities as equity. It lists a total offering amount of $320 million, the same amount sold, and no amount remaining. In other words, the issuer reported that all securities available under this particular offering had been sold when it filed the notice.

The form records a first-sale date of August 7, 2026, and was signed September 10 by Jennifer Miller, listed as corporate secretary. It also says the issuer does not intend for the offering to last more than one year.

$320 millionTotal offering

The filing lists $320 million as the total offering amount.

$320 millionAmount sold

The issuer reported the full $320 million as sold, with $0 remaining.

45Investors

The filing reports 45 investors in the offering.

The business-combination designation

One checkbox makes this filing more specific than a routine standalone financing notice: Superhuman marked the offering as being made in connection with a business combination transaction, a category the form describes with examples including a merger, acquisition, or exchange offer. The filing does not name a counterparty or explain the transaction’s structure.

That designation establishes the issuer’s description of the offering’s connection to a transaction. It does not establish whether the reported $320 million reflects a conventional cash financing, how the equity was priced, or what ownership investors received. Those details are not provided in the notice.

What the filing does and does not reveal

• It identifies the sale as equity offered under Rule 506(b), rather than debt or another listed security type.
• It says no sales commissions or finder’s fees were paid, and lists no proposed use of gross proceeds for the executives, directors, or promoters named in the form.
• It does not identify the 45 investors, disclose a valuation, or state the price or ownership terms of the securities.

The issuer field names Superhuman Platform Inc., while the filing’s identity section associates the same SEC filer identifier with Grammarly, Inc. That matches the company’s prior announcement that Grammarly changed its company name to Superhuman in October 2025, bringing Grammarly, Coda, and Superhuman Mail under one brand.

Form D is a notice filed for an exempt securities offering, and the form itself cautions that the SEC has not necessarily reviewed the information or determined it to be accurate and complete. For now, the public record establishes Superhuman’s reported sale and its stated link to a business combination—not the economics or parties behind that deal.