Superhuman Platform Discloses $335 Million Equity Sale Tied to a Business Combination

Superhuman Platform Inc. has put a $335,175,520 equity sale on the public record. Its new SEC notice says the offering is connected to a business combination, but does not identify the deal. That distinction matters: the filing gives a precise sale total without explaining the transaction behind it.

The checkbox that changes the question

Superhuman marked “Yes” when the Form D asked whether the offering was made in connection with a business combination transaction. The form gives mergers, acquisitions and exchange offers as examples of that category. Superhuman did not specify which kind of transaction applies here, identify another party or describe what role the equity sale plays in it.

That checkbox gives the sale a context a routine fundraising total would not provide. It does not, by itself, establish that a merger or acquisition has closed, or show how much of the reported equity went to any particular investor. The company filed the notice as a new Form D for an exempt offering of equity securities, claiming the Rule 506(b) exemption.

A completed offering, disclosed later

The issuer entered $335,175,520 as both the total offering amount and the amount sold, with $0 remaining. Those entries describe the offering as reported when the notice was filed, not a target still open for investment. The first sale is dated September 14, while the filing was signed September 28. The disclosure is new; the sales began earlier.

The investor count says little about who provided the money. The notice gives no buyer names or amounts purchased by individual investors, so its sale total cannot be divided into known stakes. It also lists a $0 minimum investment accepted from any outside investor; that entry does not tell readers what anyone actually invested.

What the issuer disclosed about itself

The filing identifies Superhuman Platform Inc. as the issuer and lists Grammarly, Inc. under previous names. It gives San Francisco as the issuer’s principal place of business. Those identifying details make clear which corporate filer submitted the notice, but do not supply the missing description of the business combination.

Other entries narrow what can be learned about the offering’s costs and the issuer’s finances. Superhuman reported $0 in sales commissions and finder’s fees, and $0 of gross proceeds used or proposed for payments to the executives, directors or promoters the form requires it to name. It declined to disclose a revenue range. None of those entries supplies a price per share, company valuation or resulting ownership split.

The deal remains unnamed

The business-combination designation is the filing’s most consequential qualification, and its least explained. A reader can see what Superhuman says it sold and when sales began, but not the identity, terms or status of the transaction to which the sale is connected. The Form D also cautions that the SEC has not necessarily reviewed the filing or determined that its contents are accurate and complete.