UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB Number: 3235-0076
Filing Date: July 23, 2024
Filed Electronically via SEC EDGAR
Filing prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Matter No. 1041-00003
Filed on behalf of:
Solara Digital Infrastructure Fund VI LP (as the parent entity of the issuer), through its surviving wholly owned subsidiary, Cloudium Technologies plc
Type of Filing: New Notice
Check box(es) that apply:
• [X] Rule 506(b) — Regulation D
• [X] Section 4(a)(2) — Securities Act of 1933
ITEM 1 — ISSUER'S IDENTITY
1.A. Name of Issuer
Exact Legal Name of Issuer: Cloudium Technologies plc
Cloudium Technologies plc is the surviving corporation in a reverse triangular merger transaction consummated on July 9, 2024, and is now a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Fund VI"). Prior to the closing of the merger, Cloudium Technologies plc was a publicly traded company with its common stock listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." There are no previous names associated with this entity; the company has operated under the name Cloudium Technologies plc since its original incorporation.
Previous Names: None.
Entity Type: Public limited company incorporated under the laws of England and Wales (Company No. 09734521). Cloudium Technologies plc is the surviving entity in a reverse triangular merger that became effective on July 9, 2024, at 11:59 PM Eastern Time, pursuant to which Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI, merged with and into Cloudium Technologies plc, with Cloudium continuing as the surviving corporation and a wholly owned subsidiary of Fund VI.
Following consummation of the merger, Cloudium Technologies plc ceased to be a publicly traded company. The company's common stock was delisted from the Nasdaq Global Select Market effective July 10, 2024. A Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) was filed with the Securities and Exchange Commission on July 10, 2024. A Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934) was filed on July 30, 2024.
1.B. Jurisdiction of Incorporation/Organization
England and Wales. The company was originally incorporated as a public limited company under the Companies Act 2006 of England and Wales and remains organized under such jurisdiction as of the filing date. A planned re-domestication to the State of Delaware, pursuant to which the company would convert to a Delaware corporation under the name "Cloudium Inc.," is currently in process and is expected to be completed during the fourth quarter of 2024.
1.C. Year of Incorporation/Organization
Cloudium Technologies plc was originally incorporated under English law. The company's registered Company Number with Companies House (England and Wales) is 09734521.
1.D. IRS Employer Identification Number (EIN)
83-2196754
ITEM 2 — PRINCIPAL PLACE OF BUSINESS AND CONTACT INFORMATION
2.A. Street Address of Issuer's Principal Place of Business
United States Headquarters (Principal Office):
600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America
Registered Office (England and Wales):
45 Broadwick Street London W1F 0DB United Kingdom
Telephone: (415) 555-0184
The issuer's principal executive offices and day-to-day operations are conducted from the San Francisco headquarters. The London office serves as the company's registered office under English law and houses the company's European operations, including its UK-based engineering and product development teams.
2.B. Mailing Address (if different from principal place of business)
Same as principal place of business set forth in Item 2.A above.
2.C. Contact Person
Primary Contact:
Nadia Chowdhury General Counsel and Secretary Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103 Telephone: (415) 555-0184
Email: nchowdhury@cloudium.io
Alternative Contact:
Harrison Wexford, Esq. Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 555-9300
Email: hwexford@calderwoodharkness.com
ITEM 3 — RELATED PERSONS
3.A. Executive Officers, Directors, and Promoters
The following table identifies each person who is an executive officer, director, or promoter of the issuer (in its capacity as the post-closing surviving entity) as of the filing date. The board of directors and executive officer team were reconstituted in connection with the closing of the merger on July 9, 2024, in accordance with the terms of the Agreement and Plan of Merger dated January 22, 2024.
Marcus Elliston and Priya Narasimhan were designated as directors by Fund VI pursuant to the terms of the Merger Agreement and the post-closing governance arrangements agreed between Fund VI and the rollover investors. Mr. Elliston serves as a Managing Director of Solara Digital Infrastructure LP and Ms. Narasimhan serves as a Partner of Solara Digital Infrastructure LP, which is the ultimate management entity for Fund VI.
Jonathan Hargrove has served as Chief Executive Officer of Cloudium Technologies plc since 2018 and continued in that role following the closing of the merger. Mr. Hargrove also serves as a member of the board of directors of the surviving entity pursuant to the terms of his Rollover Agreement and the Amended and Restated Shareholders' Agreement entered into in connection with the closing.
Sienna Whitfield has served as Chief Financial Officer of Cloudium Technologies plc since 2021, and Nadia Chowdhury has served as General Counsel and Secretary since 2019. Both continued in their respective roles following the closing of the merger.
3.B. Promoters
Solara Digital Infrastructure Fund VI LP
Entity Type: Delaware limited partnership EIN: 87-4523190 Principal Office: 1200 Market Street, Suite 3400, Wilmington, Delaware 19801
Solara Digital Infrastructure Fund VI LP is the parent entity of the issuer and the acquiror in the merger transaction. Fund VI is a private equity fund focused on digital infrastructure, enterprise software, and technology-enabled services investments across North America and Europe.
General Partner: Solara Fund VI GP LLC, a Delaware limited liability company, serves as the sole general partner of Fund VI with full authority to manage the affairs of the partnership.
Parent Entity: Solara Digital Infrastructure LP, a Delaware limited partnership, is the ultimate management entity for Fund VI and its related co-investment vehicles. Solara Digital Infrastructure LP is managed by Solara Digital GP LLC, a Delaware limited liability company.
Fund VI raised aggregate capital commitments of approximately $14.2 billion in its final closing held in September 2022. The Cloudium acquisition represents the largest platform investment made by Fund VI to date.
ITEM 4 — INDUSTRY GROUP
Industry Group: Technology — Software / SaaS
Standard Industrial Classification (SIC) Code: 7372 (Prepackaged Software)
Business Description: Cloudium Technologies plc is a provider of cloud-native enterprise resource planning (ERP), customer-relationship management (CRM), and business-intelligence software-as-a-service (SaaS) solutions serving mid-market and enterprise customers across a wide range of industries, including financial services, healthcare, manufacturing, retail, and professional services. The company's platform enables organizations to manage core business functions—including finance, human capital management, supply chain operations, and customer engagement—through a unified, cloud-based architecture.
As of the most recent publicly available financial data, the company employed approximately 6,800 employees globally across offices in the United States, the United Kingdom, India, and Germany. The company reported annual recurring revenue (ARR) of approximately $1,740,000,000 as of December 31, 2023. Last twelve months (LTM) revenue for the fiscal year ended September 30, 2023, was approximately $1,620,000,000. The company's customer base includes more than 4,200 enterprise clients, with a net revenue retention rate exceeding 118% for the fiscal year ended September 30, 2023.
ITEM 5 — ISSUER SIZE
5.A. Revenue Range
Revenue Range: Over $100,000,000.
For additional specificity, the company's last twelve months (LTM) revenue for the fiscal year ended September 30, 2023, was approximately $1,620,000,000, as reported in the company's Annual Report on Form 20-F filed with the Securities and Exchange Commission prior to the completion of the merger and the company's subsequent deregistration.
5.B. Aggregate Net Asset Value Range (if applicable)
Not applicable. The issuer is not a pooled investment fund. While the parent entity, Solara Digital Infrastructure Fund VI LP, is a pooled investment fund, the issuer for purposes of this Form D is Cloudium Technologies plc, which is an operating company.
ITEM 6 — FEDERAL EXEMPTION(S) AND EXCLUSION(S) CLAIMED
6.A. Regulation D Exemption
The issuer claims an exemption from registration under Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The offering of rollover equity interests was made without the use of any form of general solicitation or general advertising, including but not limited to: (i) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising; or (iii) any publicly accessible website, social media platform, or other electronic medium. The securities were offered and sold only to accredited investors, each of whom had a pre-existing substantive relationship with the issuer and its affiliates.
6.B. Additional Exemptions Claimed
In addition to the Rule 506(b) exemption, the issuer also claims an exemption under Section 4(a)(2) of the Securities Act, which exempts "transactions by an issuer not involving any public offering." The rollover equity was issued in a private transaction to only two specifically identified, sophisticated investors pursuant to individually negotiated agreements, and the offering bore none of the hallmarks of a public offering.
6.C. Exclusions from Registration
The issuer is not claiming any exclusion from registration under Regulation A (Rules 251–263), Regulation Crowdfunding (Rules 300–305), or any other exemptive provision not specified herein.
ITEM 7 — TYPE OF FILING
New Notice: Yes. This Form D constitutes the initial notice filing with respect to this offering of securities.
Amendment: No. This is not an amendment to a previously filed Form D.
Date of First Sale in This Offering: July 9, 2024. The first and only sale of securities in this offering occurred on July 9, 2024, the closing date of the reverse triangular merger, at the effective time of 11:59 PM Eastern Time. All rollover equity interests were issued simultaneously at that effective time in connection with the consummation of the merger and the contribution of shares by the rollover investors pursuant to their respective Rollover Agreements.
ITEM 8 — DURATION OF OFFERING
Does the issuer intend this offering to last more than one year? No.
The offering has been completed. All rollover equity was issued on July 9, 2024, the closing date of the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc, which was consummated pursuant to the Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP. No additional securities are expected to be offered or sold under this offering, and the issuer does not intend to extend the offering beyond the closing date of the merger.
ITEM 9 — TYPE(S) OF SECURITIES OFFERED
Equity: Yes.
Specific Type of Securities: The securities offered and sold in this offering consist of equity interests (units of limited partnership interest and/or equivalent membership interests) in the surviving entity, Cloudium Technologies plc, as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.
The rollover equity was issued in exchange for shares of Cloudium Technologies plc common stock contributed by the rollover investors to the post-merger capital structure. Specifically, each rollover investor, pursuant to the terms of his or its respective Rollover Agreement dated January 22, 2024, agreed to contribute a specified number of shares of Cloudium common stock (which would otherwise have been converted into the right to receive the per-share merger consideration of $36.92 in cash) in exchange for equity securities of the post-merger surviving company. The rollover equity interests entitle the holders to economic rights in the surviving entity, including rights to distributions, and are subject to the terms, conditions, and restrictions set forth in the Rollover Agreements and the Amended and Restated Shareholders' Agreement of the surviving entity.
The rollover equity interests are restricted securities within the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws.
ITEM 10 — BUSINESS COMBINATION TRANSACTION
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition, or exchange offer? Yes.
Description of Transaction: The offering of rollover equity was made in connection with a reverse triangular merger consummated under the Delaware General Corporation Law (DGCL), pursuant to which Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, merged with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Fund VI. The merger was effected pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of January 22, 2024, by and among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.
Under the terms of the Merger Agreement, at the effective time of the merger, each share of Cloudium common stock issued and outstanding immediately prior to the effective time (other than shares held by Cloudium as treasury shares, shares held directly by Fund VI or Merger Sub, dissenting shares, and shares subject to the Rollover Agreements) was cancelled and converted into the right to receive $36.92 in cash, without interest and subject to any applicable withholding taxes (the "Per-Share Merger Consideration"). The rollover investors' shares were treated separately, as described below.
Transaction Value: $6,800,000,000 (aggregate equity value), representing the Per-Share Merger Consideration of $36.92 multiplied by the approximately 184,200,000 shares of Cloudium common stock outstanding immediately prior to the effective time of the merger.
Per-Share Merger Consideration: Approximately $36.92 per share.
Shares Outstanding: Approximately 184,200,000 shares of Cloudium common stock were outstanding immediately prior to the effective time of the merger.
Signing Date: January 22, 2024.
Closing Date: July 9, 2024.
Certificate of Merger Filed: The Certificate of Merger was filed with the Delaware Secretary of State at 11:59 PM Eastern Time on July 9, 2024, at which time the merger became effective.
The merger was approved by the shareholders of Cloudium Technologies plc at a special general meeting held on June 14, 2024, at which approximately 87.3% of the outstanding shares were voted in favor of the merger proposal.
ITEM 11 — MINIMUM INVESTMENT
Minimum Investment Accepted from Any Outside Investor: Not applicable. The rollover equity was not offered to outside investors generally. The rollover equity was issued only to two specifically identified rollover investors, Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to individually negotiated Rollover Agreements that were executed concurrently with the Merger Agreement on January 22, 2024. No other investors were offered the opportunity to participate in the rollover.
The effective minimum investment per rollover participant was as follows:
• Jonathan Hargrove: $142,814,544, representing the aggregate value (at the Per-Share Merger Consideration of $36.92 per share) of the 3,868,200 shares of Cloudium common stock contributed by Mr. Hargrove in exchange for rollover equity interests.
• Pinnacle Growth Ventures LLC: $473,241,408, representing the aggregate value (at the Per-Share Merger Consideration of $36.92 per share) of the 12,820,320 shares of Cloudium common stock contributed by Pinnacle in exchange for rollover equity interests.
ITEM 12 — SALES COMPENSATION
12.A. Recipient(s) of Sales Compensation
No broker-dealer, finder, or other person received any sales compensation in connection with the offering of rollover equity interests described in this Form D. The rollover transactions were privately negotiated directly between Solara Digital Infrastructure Fund VI LP and each of the two rollover investors (Jonathan Hargrove and Pinnacle Growth Ventures LLC) through their respective legal counsel and without the involvement of any broker-dealer or placement agent.
The following financial advisors were engaged in connection with the overall merger transaction, but neither received placement fees, commissions, or other sales compensation specifically attributable to the issuance of rollover equity:
• Osprey Bancroft & Co. served as financial advisor to Solara Digital Infrastructure Fund VI LP in connection with the overall acquisition of Cloudium Technologies plc, including with respect to transaction structuring, due diligence, and financing. Osprey Bancroft did not receive any placement fees or sales compensation specifically in connection with the rollover equity issuance.
• Veridian Partners LLC served as financial advisor to the board of directors of Cloudium Technologies plc and delivered a fairness opinion dated January 21, 2024, to the board of directors of Cloudium in connection with the merger. Veridian Partners did not act as a placement agent for the rollover equity and did not receive any sales compensation in connection with the rollover.
ITEM 13 — OFFERING AND SALES AMOUNTS
13.A. Total Offering Amount
Total Aggregate Amount of Rollover Equity Issued: $616,055,952.
This amount represents the aggregate value of the rollover equity interests issued to the two rollover investors, calculated based on the number of shares of Cloudium common stock contributed by each rollover investor multiplied by the Per-Share Merger Consideration of $36.92 per share.
13.B. Total Amount Sold
Total Amount Sold as of Filing Date: $616,055,952.
All rollover equity was issued simultaneously at the closing of the merger on July 9, 2024, at the effective time of 11:59 PM Eastern Time. No additional sales have occurred or are expected to occur under this offering.
13.C. Total Remaining to be Sold
$0. The offering is complete. No securities remain to be sold under this offering.
Breakdown of Rollover Equity
The following table sets forth the details of each rollover investor's contribution and the corresponding rollover equity issued:
The remaining shares of Cloudium common stock held by each rollover investor that were not contributed as rollover equity were cancelled and converted into the right to receive the Per-Share Merger Consideration of $36.92 in cash at the effective time of the merger, the same as all other non-rolling stockholders:
• Jonathan Hargrove: 3,868,200 shares cashed out at $36.92 per share, for aggregate cash merger consideration of $142,814,544.
• Pinnacle Growth Ventures LLC: 8,546,880 shares cashed out at $36.92 per share, for aggregate cash merger consideration of $315,590,810.
ITEM 14 — INVESTORS
14.A. Number of Investors Who Have Already Invested
Total Number of Investors: 2
Both investors acquired rollover equity interests at the closing of the merger on July 9, 2024.
14.B. Number of Non-Accredited Investors
0 — All investors who participated in this offering are accredited investors within the meaning of Rule 501(a) of Regulation D under the Securities Act.
14.C. Identification of Investors
Investor 1: Jonathan Hargrove
Status: Accredited investor. Mr. Hargrove qualifies as an accredited investor under Rule 501(a)(4) of Regulation D as an executive officer of the issuer. Mr. Hargrove also satisfies the accredited investor qualifications under Rule 501(a)(5) (individual net worth exceeding $1,000,000, excluding the value of his primary residence) and Rule 501(a)(6) (individual income exceeding $200,000 in each of the two most recent years, with a reasonable expectation of reaching the same income level in the current year).
Type: Individual.
Position: Chief Executive Officer and Director of Cloudium Technologies plc.
Address: 600 Townsend Street, Suite 800, San Francisco, California 94103.
Rollover Amount: Approximately $142,814,544, representing 3,868,200 shares of Cloudium common stock contributed at a per-share value of $36.92.
Rollover Agreement: Executed on January 22, 2024, concurrently with the execution of the Merger Agreement.
Related Agreements:
• Voting and Support Agreement, dated January 22, 2024, by and between Mr. Hargrove and Solara Digital Infrastructure Fund VI LP, pursuant to which Mr. Hargrove agreed to vote all of his shares of Cloudium common stock in favor of the merger and against any alternative acquisition proposals.
• Non-Competition and Non-Solicitation Agreement, dated January 22, 2024, by and between Mr. Hargrove and Cloudium Technologies plc (as the surviving entity), providing for customary non-competition and non-solicitation covenants for a period of three years following the closing of the merger.
• Employment Agreement (amended and restated as of the closing date), by and between Mr. Hargrove and Cloudium Technologies plc.
Investor 2: Pinnacle Growth Ventures LLC
Status: Accredited investor. Pinnacle Growth Ventures LLC qualifies as an accredited investor under Rule 501(a)(3) of Regulation D as an entity with total assets in excess of $5,000,000 that was not formed for the specific purpose of acquiring the securities offered. Additionally, all of the equity owners of Pinnacle Growth Ventures LLC are accredited investors within the meaning of Rule 501(a).
Type: Delaware limited liability company.
Managing Member: Evelyn Carmichael.
Address: 777 Third Avenue, 28th Floor, New York, New York 10017.
Rollover Amount: Approximately $473,241,408, representing 12,820,320 shares of Cloudium common stock contributed at a per-share value of $36.92.
Rollover Agreement: Executed on January 22, 2024, concurrently with the execution of the Merger Agreement.
Related Agreements:
• Voting and Support Agreement, dated January 22, 2024, by and between Pinnacle Growth Ventures LLC and Solara Digital Infrastructure Fund VI LP, pursuant to which Pinnacle agreed to vote all of its shares of Cloudium common stock in favor of the merger and against any alternative acquisition proposals.
Background: Pinnacle Growth Ventures LLC is a growth equity investment firm that was an original Series B investor in Cloudium Technologies plc and subsequently participated in additional financing rounds. Pinnacle held approximately 11.6% of Cloudium's outstanding common stock prior to the merger and designated two members of the company's pre-merger board of directors. Evelyn Carmichael, the Managing Member of Pinnacle, served as a director of Cloudium from 2017 until the reconstitution of the board at the closing of the merger.
ITEM 15 — SALES COMMISSIONS AND FINDERS' FEES EXPENSES
15.A. Sales Commissions
$0. No sales commissions were paid or payable to any person in connection with this offering of rollover equity interests.
15.B. Finders' Fees
$0. No finders' fees were paid or payable to any person in connection with this offering of rollover equity interests.
15.C. Expenses of the Offering
Legal fees associated with the structuring of the rollover equity, the preparation and negotiation of the Rollover Agreements, the Regulation D analysis and compliance review, and the preparation and filing of this Form D were incurred by Calderwood & Harkness LLP as counsel to Solara Digital Infrastructure Fund VI LP and by Velmoran Blackwell LLP as counsel to Jonathan Hargrove and by Tovance Aldrich LLP as counsel to Pinnacle Growth Ventures LLC. These legal fees are included in the overall transaction expenses related to the merger (estimated total transaction expenses of approximately $185,000,000 for the entire acquisition, inclusive of all legal, advisory, financing, regulatory, and other costs and expenses).
No separate offering expenses are attributable solely to the issuance of rollover equity interests beyond the allocable portion of legal counsel time described above, which was de minimis in the context of the overall transaction.
ITEM 16 — USE OF PROCEEDS
The rollover equity offering was not a cash offering. No cash proceeds were received by the issuer in connection with the issuance of rollover equity interests. The rollover investors contributed shares of Cloudium Technologies plc common stock—rather than cash—in exchange for equity interests in the post-merger surviving entity.
The practical effect of the rollover was to reduce the aggregate cash merger consideration payable to Cloudium stockholders by $616,055,952. Absent the rollover, the total cash required to fund the merger consideration for all outstanding shares would have been approximately $6,800,000,000 (the full aggregate equity value of the transaction). As a result of the rollover, the cash merger consideration payable to non-rolling stockholders was reduced to $6,183,944,048.
The overall sources and uses of the acquisition are set forth below:
Sources:
Uses:
The Term Loan B was funded at the closing of the merger on July 9, 2024, pursuant to a Credit Agreement dated as of July 9, 2024, among Cloudium Technologies plc (as the surviving borrower), Meridian Atlantic Bank, N.A. (as administrative agent and collateral agent), Ironclad Capital Markets LLC (as co-arranger), and the lenders party thereto. The equity contribution from Fund VI was funded from committed capital of Fund VI's limited partners, including the co-investment capital provided through the affiliated co-investment vehicle, Solara Digital Co-Invest VI-A LP.
ITEM 17 — SIGNATURE AND CERTIFICATION
Issuer Certification
The issuer certifies that the securities described in this notice were sold in compliance with the federal exemptions and/or exclusions identified in Item 6 of this Form D. The issuer further certifies that the information contained in this Form D is true, correct, and complete to the best of the knowledge and belief of the undersigned.
Signature block — Issuer
CLOUDIUM TECHNOLOGIES PLC (as Issuer)
By: ________
Name: Nadia Chowdhury
Title: General Counsel and Secretary
Date: July 23, 2024
Signature block — Parent Entity / Controlling Person
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP (as controlling person and parent of the Issuer)
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Authorized Representative
Date: July 23, 2024
ATTENTION: Intentional misstatements or omissions of fact constitute federal criminal violations. (See 18 U.S.C. § 1001 and 15 U.S.C. § 77x.)
APPENDIX A
SUPPORTING DOCUMENTATION REFERENCES
(Internal Use Only — Not Filed with the SEC)
This Appendix A is maintained for internal filing records and work product purposes of Calderwood & Harkness LLP and Solara Digital Infrastructure Fund VI LP only. This appendix was not filed with the Securities and Exchange Commission and does not form part of the Form D notice.
The following documents are maintained in the transaction data room and the Calderwood & Harkness LLP matter file (Matter No. 1041-00003) and are referenced herein for purposes of record-keeping and compliance:
1. Agreement and Plan of Merger (Execution Version): Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, together with all schedules and exhibits thereto.
2. Rollover Agreement — Jonathan Hargrove: Rollover and Contribution Agreement, execution version dated January 22, 2024, by and between Jonathan Hargrove and Solara Digital Infrastructure Fund VI LP, pursuant to which Mr. Hargrove agreed to contribute 3,868,200 shares of Cloudium common stock (representing 50% of his total holdings) in exchange for rollover equity interests in the surviving entity.
3. Rollover Agreement — Pinnacle Growth Ventures LLC: Rollover and Contribution Agreement, execution version dated January 22, 2024, by and between Pinnacle Growth Ventures LLC and Solara Digital Infrastructure Fund VI LP, pursuant to which Pinnacle agreed to contribute 12,820,320 shares of Cloudium common stock (representing 60% of its total holdings) in exchange for rollover equity interests in the surviving entity.
4. Certificate of Merger: Certificate of Merger filed with the Delaware Secretary of State at 11:59 PM Eastern Time on July 9, 2024, effecting the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc.
5. Form 25 (Nasdaq Delisting): Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) filed with the SEC on July 10, 2024, in connection with the removal of Cloudium's common stock (ticker: CLDM) from the Nasdaq Global Select Market.
6. Form 15 (SEC Deregistration): Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934) filed with the SEC on July 30, 2024.
7. Tax Structuring Memorandum — Section 368 Analysis: Memorandum prepared by Leonard Cross, Partner, Calderwood & Harkness LLP, dated November 1, 2023, analyzing the qualification of the reverse triangular merger as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, for rollover equity participants. The memorandum concludes that the contribution of shares by the rollover investors in exchange for equity interests in the surviving entity should qualify for nonrecognition treatment under Section 354 of the Code, subject to the conditions and limitations discussed therein.
8. IRS Form W-9 — Jonathan Hargrove: Request for Taxpayer Identification Number and Certification, collected from Jonathan Hargrove and maintained on file.
9. IRS Form W-9 — Pinnacle Growth Ventures LLC: Request for Taxpayer Identification Number and Certification, collected from Pinnacle Growth Ventures LLC via its Managing Member, Evelyn Carmichael, and maintained on file.
10. Calderwood & Harkness LLP Matter No.: 1041-00003. Lead partner: Harrison Wexford. Tax partner: Leonard Cross. Associates: Katherine Yeh, David Okonkwo.