1041-00003 · Solara Digital Infrastructure LP · Post-Closing

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

SEC File Number: 001-39247

Filing Date: July 30, 2024

Check the appropriate box(es):

• [X] Certification of termination of registration of a class of securities under Section 12(g) of the Securities Exchange Act of 1934 pursuant to Rule 12g-4

• [X] Notice of suspension of duty to file reports under Section 13(a) of the Securities Exchange Act of 1934

• [X] Notice of suspension of duty to file reports under Section 15(d) of the Securities Exchange Act of 1934 pursuant to Rule 12h-3

ITEM 1 — NAME OF ISSUER

The exact name of the issuer as specified in its charter is Cloudium Technologies plc, a public limited company incorporated and registered under the laws of England and Wales. The Company's registered company number with Companies House is 09734521. The Company's IRS Employer Identification Number is 83-2196754.

Cloudium Technologies plc (the "Issuer," the "Company," or "Cloudium") was originally incorporated in England and Wales and has maintained its registered office in the United Kingdom since its formation. The Company's American Depositary Shares, representing shares of common stock, were historically registered with the U.S. Securities and Exchange Commission (the "SEC" or the "Commission") and traded on the Nasdaq Global Select Market. For the purposes of this filing, all references to the "common stock" of the Company refer to the shares of common stock, par value £0.01 per share, of Cloudium Technologies plc.

ITEM 2 — ADDRESS OF ISSUER

The addresses of the principal executive offices of the Issuer are as follows:

United States Headquarters:

600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America Telephone: (415) 770-3200

Registered Office (United Kingdom):

45 Broadwick Street London W1F 0DB United Kingdom Telephone: +44 (0)20 7946 0958

All correspondence relating to this filing should be directed to the United States Headquarters address set forth above, with a copy to the Company's outside counsel at:

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Attention: Harrison Wexford, Esq.

Telephone: (212) 558-4000

ITEM 3 — SECURITIES TO BE DEREGISTERED AND REPORTS TO BE SUSPENDED

A. Class of Securities

The class of securities to which this Form 15 relates is the Common Stock of Cloudium Technologies plc. The common stock was formerly registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and was listed and traded on the Nasdaq Global Select Market under the ticker symbol "CLDM." The common stock had a par value of £0.01 per share. As described more fully below, the common stock ceased trading on the Nasdaq Global Select Market effective as of the close of trading on July 10, 2024, and a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 was filed with the Commission on that date.

B. Basis for Termination of Registration and Suspension of Reporting Obligations

Cloudium Technologies plc hereby certifies that it is filing this Form 15 to:

(a) certify the termination of the registration of its common stock under Section 12(g) of the Exchange Act; and

(b) give notice of the suspension of its duty to file reports under Sections 13(a) and 15(d) of the Exchange Act.

This filing is being made in connection with the consummation of the merger transaction described below, which resulted in the Company becoming a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership. Following the consummation of the merger, there are no longer any public holders of the Company's common stock, all outstanding shares having been converted into the right to receive cash merger consideration. Accordingly, the Company is eligible to terminate the registration of its common stock and to suspend its reporting obligations under the Exchange Act.

C. Grounds for Filing

1. Completion of the Merger Transaction. On July 9, 2024, the reverse triangular merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Solara" or "Parent"), and Solara Digital Infrastructure Fund VI LP, was consummated. Pursuant to the Merger Agreement, Stratos Merger Sub Inc. ("Merger Sub") merged with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.

The Certificate of Merger was duly filed with the Secretary of State of the State of Delaware and became effective at 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"). In connection with the Merger, the Company also took all necessary steps under the laws of England and Wales to effectuate the transaction, including the filing of applicable forms with Companies House.

At the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of common stock:

(i) Each share of common stock of Cloudium Technologies plc that was issued and outstanding immediately prior to the Effective Time (other than (x) shares subject to rollover agreements with certain members of the Company's management team and board of directors, and (y) shares held by stockholders who properly exercised and perfected dissenters' rights under applicable law, if any) was converted into the right to receive $36.92 per share in cash, without interest and subject to applicable withholding taxes (the "Per Share Merger Consideration").

(ii) Each share of common stock owned by the Company as treasury stock or owned by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent or the Company was automatically cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor.

(iii) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid, and nonassessable share of common stock of the surviving corporation.

The total enterprise value of the transaction was approximately $6,800,000,000 (six billion eight hundred million U.S. dollars). As of the Effective Time, there were 184,200,000 shares of common stock of the Company outstanding immediately prior to the closing of the Merger (inclusive of shares subject to rollover agreements).

The Merger Agreement was previously disclosed in a Current Report on Form 8-K filed by Cloudium Technologies plc with the Commission on January 23, 2024, which included the full text of the Merger Agreement as an exhibit thereto. The consummation of the Merger was reported on a Current Report on Form 8-K filed by the Company with the Commission on July 9, 2024.

The Merger was approved by the stockholders of Cloudium Technologies plc at a special meeting held on May 20, 2024. At the special meeting, approximately 82.4% of the shares of common stock voted were cast in favor of the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company's Definitive Proxy Statement on Schedule 14A relating to the special meeting was filed with the Commission on April 15, 2024. The Commission did not issue any comments requiring amendment to the Definitive Proxy Statement.

2. Delisting from the Nasdaq Global Select Market. On July 10, 2024, a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 was filed with the Commission to effect the delisting and deregistration of the common stock of Cloudium Technologies plc from the Nasdaq Global Select Market. The common stock of Cloudium Technologies plc ceased trading on the Nasdaq Global Select Market effective as of the close of trading on July 10, 2024. The ticker symbol "CLDM" has been retired and is no longer active on any securities exchange or quotation system.

As a result of the filing of the Form 25, the registration of the Company's common stock under Section 12(b) of the Exchange Act was withdrawn. Upon the effectiveness of the Form 25, which occurred 10 days after filing (i.e., on July 20, 2024), the deregistration of the common stock under Section 12(b) was completed. However, upon such deregistration under Section 12(b), the Company's common stock became deemed registered under Section 12(g) of the Exchange Act by operation of Rule 12g-2 thereunder. This Form 15 is being filed to terminate such registration under Section 12(g).

3. Record Holders and Eligibility for Suspension. As of July 30, 2024, the date of this filing, following the consummation of the Merger and the conversion of all outstanding shares of common stock of Cloudium Technologies plc into the right to receive the Per Share Merger Consideration, there are fewer than 300 holders of record of any class of securities of Cloudium Technologies plc. In fact, as set forth in Item 4 below, there is one (1) holder of record of the Company's common stock — Solara Digital Infrastructure Fund VI LP — which holds all of the issued and outstanding shares of common stock of the surviving corporation.

Accordingly, the Issuer is eligible to:

(a) terminate the registration of its common stock under Section 12(g) of the Exchange Act pursuant to Rule 12g-4 thereunder, which permits an issuer to terminate the registration of a class of securities under Section 12(g) if the issuer certifies that the class of securities is held of record by fewer than 300 persons; and

(b) suspend its duty to file reports under Section 15(d) of the Exchange Act pursuant to Rule 12h-3 thereunder, which permits an issuer to suspend its duty to file reports under Section 15(d) if, as of the first day of any fiscal year (other than the fiscal year in which the registration statement became effective), the issuer has fewer than 300 holders of record of any class of securities, or fewer than 500 holders of record of any class of securities and total assets not exceeding $10 million as of the last day of the three most recent fiscal years.

The Company satisfies the conditions for both termination of registration and suspension of reporting obligations, as the Company's common stock is now held by a single holder of record.

ITEM 4 — APPROXIMATE NUMBER OF HOLDERS OF RECORD

As of July 30, 2024, there is one (1) holder of record of the common stock of Cloudium Technologies plc, which is:

Solara Digital Infrastructure Fund VI LP A Delaware limited partnership EIN: 87-4523190

Solara Digital Infrastructure Fund VI LP is the sole stockholder of the surviving corporation following the consummation of the Merger. All shares of common stock of the Company previously held by former public stockholders were cancelled and converted into the right to receive the Per Share Merger Consideration of $36.92 in cash at the Effective Time. No former public stockholder retains any equity interest in the Company.

Letters of Transmittal and related materials were mailed to former stockholders of record by Cascade Corporate Services Inc., the Company's transfer agent, on July 10, 2024. Former stockholders who held shares in certificated form are required to surrender their stock certificates, together with a properly completed and duly executed Letter of Transmittal and such other documents as may be reasonably required, in order to receive the Per Share Merger Consideration. Former stockholders who held shares in book-entry form through the Depository Trust Company or through a bank, broker, or other nominee have had or will have the Per Share Merger Consideration delivered through the customary book-entry settlement process. The paying agent for the Merger is Cobalt Trust Company, 100 Wall Street, New York, New York 10005.

ITEM 5 — TITLE OF EACH CLASS OF SECURITIES COVERED BY THIS FORM

The class of securities covered by this Form 15 is the Common Stock of Cloudium Technologies plc (par value £0.01 per share).

No other class of securities of the Company is or was registered under the Exchange Act, and no other class of securities is covered by this filing.

ITEM 6 — WHETHER THE ISSUER HAS A DUTY TO FILE REPORTS UNDER SECTION 15(d)

Cloudium Technologies plc had a duty to file reports under Section 13(a) of the Exchange Act by reason of the registration of its common stock under Section 12(b) thereof. The Company's common stock was registered under Section 12(b) in connection with its initial public offering and listing on the Nasdaq Global Select Market and has been subject to the reporting requirements of Section 13(a) since that time.

In addition, Cloudium Technologies plc had a duty to file reports under Section 15(d) of the Exchange Act by reason of the effectiveness of one or more registration statements filed by the Company under the Securities Act of 1933, as amended.

By this filing, Cloudium Technologies plc gives notice of the suspension of its duty to file reports under both Section 13(a) and Section 15(d) of the Exchange Act. Pursuant to Rule 12g-4(a) under the Exchange Act, the Company's obligation to file reports required by Section 13(a) of the Exchange Act with respect to the common stock is suspended immediately upon the filing of this Form 15. Pursuant to Rule 12h-3(a) under the Exchange Act, the Company's obligation to file reports required by Section 15(d) of the Exchange Act is suspended as of the filing date of this Form 15.

The suspension of the reporting obligations under Section 13(a) takes effect immediately upon filing. The termination of the registration of the Company's common stock under Section 12(g) shall become effective 90 days after the filing of this Form 15 (i.e., effective October 28, 2024), or such earlier date as the Commission may determine.

The Company confirms that, as of the filing date of this Form 15, it has filed all reports and paid all fees required to be filed and paid under Sections 13, 14, and 15(d) of the Exchange Act for the preceding 12 months, and for such shorter period that the Company was required to file such reports and pay such fees. There are no outstanding or delinquent filings.

CERTIFICATION

The undersigned hereby certifies as follows:

1. The Issuer has previously filed all reports and paid all fees required to be filed and paid under Sections 13, 14, and 15(d) of the Securities Exchange Act of 1934, as amended, for the preceding 12 months (or for such shorter period that the Issuer was required to file such reports and pay such fees).

2. The Issuer is filing this Form 15 to certify that the number of holders of record of the Issuer's common stock is fewer than 300 as of July 30, 2024. Specifically, as of such date, there is one (1) holder of record of the Issuer's common stock.

This Form 15 is filed pursuant to Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) under the Securities Exchange Act of 1934, as amended. In accordance with Rule 12g-4(a), the Issuer's obligation to file reports under Section 13(a) of the Exchange Act shall be suspended immediately upon the filing of this Form 15. In accordance with Rule 12h-3(a), the Issuer's obligation to file reports under Section 15(d) of the Exchange Act shall be suspended as of the filing date of this Form 15.

The Issuer understands that it shall be relieved of its obligation to file reports pursuant to Section 13(a) of the Exchange Act upon the filing of this Form 15, but that the termination of registration of its common stock under Section 12(g) of the Exchange Act shall not be effective until 90 days after the filing of this Form 15 (or such earlier date as the Commission may determine). The Issuer further understands that it may have additional obligations under Rule 12h-3 if, at any future date, the conditions for suspension of reporting under Section 15(d) are no longer satisfied, and that the Commission retains the authority to deny, defer, or revoke the suspension of reporting obligations.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this certification and notice to be signed on its behalf by the undersigned hereunto duly authorized.

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Margaret A. Liu

Title: Secretary and Authorized Officer

Date: July 30, 2024

Margaret A. Liu was duly appointed as Secretary and Authorized Officer of Cloudium Technologies plc, the surviving corporation in the Merger, pursuant to the written consent of the Board of Directors of the surviving corporation dated July 9, 2024, effective as of the Effective Time.

ATTACHMENTS AND EXHIBITS

No exhibits are required to be filed with this Form 15. However, for the convenience of the Commission, the following prior filings of Cloudium Technologies plc are referenced in connection with this filing:

All of the foregoing filings are publicly available on the Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov and are incorporated herein by reference to the extent applicable.

CONFIDENTIAL — FOR INTERNAL REFERENCE ONLY — NOT PART OF SEC FILING

DRAFTER / PREPARER NOTES

This Form 15 was prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022.

Transaction Summary:

This filing effectuates the final step in the Nasdaq delisting and SEC deregistration process following the consummation of the $6,800,000,000 reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc on July 9, 2024. Following the Merger, Cloudium Technologies plc became a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.

Key Service Providers:

Issuer Financial Data (Last Reported):

Additional Notes:

• The Issuer's common stock was listed on the Nasdaq Global Select Market under the ticker symbol CLDM; 184,200,000 shares were outstanding as of the signing date (January 22, 2024).

• All reports and fees required under Sections 13, 14, and 15(d) of the Exchange Act have been filed and paid through the filing date.

• The SEC did not issue comments requiring amendment to the Definitive Proxy Statement.

• Suspension of reporting obligations effective upon filing; duty to file under Section 13(a) suspended immediately; duty to file under Section 15(d) suspended effective on filing date.

• Termination of registration under Section 12(g) effective October 28, 2024 (90 days post-filing), unless accelerated by the Commission.

Name of Issuer:	Cloudium Technologies plc
IRS Employer Identification Number (EIN):	83-2196754
Jurisdiction of Organization:	England and Wales (Company Number 09734521)
Address of Principal Executive Offices:	600 Townsend Street, Suite 800, San Francisco, CA 94103 (United States Headquarters); Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom
Telephone Number:	(415) 770-3200
Title of Each Class of Securities Covered by This Form:	Common Stock
Ticker Symbol (Former):	CLDM (formerly listed on the Nasdaq Global Select Market)
Filing	Date Filed	Description
Form 8-K	January 23, 2024	Current Report announcing the execution of the Merger Agreement, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (full text of Merger Agreement filed as Exhibit 2.1)
Schedule 14A (Definitive Proxy Statement)	April 15, 2024	Definitive Proxy Statement of Cloudium Technologies plc relating to the Special Meeting of Stockholders held on May 20, 2024, to approve and adopt the Merger Agreement and the transactions contemplated thereby
Form 8-K	July 9, 2024	Current Report announcing the consummation of the Merger on July 9, 2024
Form 25	July 10, 2024	Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, effecting the delisting of the common stock of Cloudium Technologies plc from the Nasdaq Global Select Market
Matter Number:	1041-00003
Responsible Partner:	Harrison Wexford
Lead Associate:	Tiffany Rosenthal
Target's Counsel:	Ridgeway Phelps & Sato LLP (Catherine Answorth, Partner)
Role	Entity	Address
Transfer Agent	Cascade Corporate Services Inc.	6201 15th Avenue, Brooklyn, NY 11219
Paying Agent / Escrow Agent	Cobalt Trust Company	100 Wall Street, New York, NY 10005
Proxy Solicitor	Blackthorn Proxy Advisors LLC	105 Madison Avenue, New York, NY 10016 (engagement concluded upon stockholder vote May 20, 2024)
Auditor	Harwell & Dobson LLP (Engagement Partner: Martin Chisholm)	—
Metric	Amount
Last Fiscal Year End (Audited)	September 30, 2023
LTM Revenue	$1,620,000,000
LTM EBITDA	$405,000,000

ARR (as of December 31, 2023)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
SEC File Number: 001-39247
Filing Date: July 30, 2024
Check the appropriate box(es):
•  [X] Certification of termination of registration of a class of securities under Section 12(g) of the Securities Exchange Act of 1934 pursuant to Rule 12g-4
•  [X] Notice of suspension of duty to file reports under Section 13(a) of the Securities Exchange Act of 1934
•  [X] Notice of suspension of duty to file reports under Section 15(d) of the Securities Exchange Act of 1934 pursuant to Rule 12h-3
ITEM 1 — NAME OF ISSUER
The exact name of the issuer as specified in its charter is Cloudium Technologies plc, a public limited company incorporated and registered under the laws of England and Wales. The Company's registered company number with Companies House is 09734521. The Company's IRS Employer Identification Number is 83-2196754.
Cloudium Technologies plc (the "Issuer," the "Company," or "Cloudium") was originally incorporated in England and Wales and has maintained its registered office in the United Kingdom since its formation. The Company's American Depositary Shares, representing shares of common stock, were historically registered with the U.S. Securities and Exchange Commission (the "SEC" or the "Commission") and traded on the Nasdaq Global Select Market. For the purposes of this filing, all references to the "common stock" of the Company refer to the shares of common stock, par value £0.01 per share, of Cloudium Technologies plc.
ITEM 2 — ADDRESS OF ISSUER
The addresses of the principal executive offices of the Issuer are as follows:
United States Headquarters:
600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America Telephone: (415) 770-3200
Registered Office (United Kingdom):
45 Broadwick Street London W1F 0DB United Kingdom Telephone: +44 (0)20 7946 0958
All correspondence relating to this filing should be directed to the United States Headquarters address set forth above, with a copy to the Company's outside counsel at:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford, Esq.
Telephone: (212) 558-4000
ITEM 3 — SECURITIES TO BE DEREGISTERED AND REPORTS TO BE SUSPENDED
A. Class of Securities
The class of securities to which this Form 15 relates is the Common Stock of Cloudium Technologies plc. The common stock was formerly registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and was listed and traded on the Nasdaq Global Select Market under the ticker symbol "CLDM." The common stock had a par value of £0.01 per share. As described more fully below, the common stock ceased trading on the Nasdaq Global Select Market effective as of the close of trading on July 10, 2024, and a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 was filed with the Commission on that date.
B. Basis for Termination of Registration and Suspension of Reporting Obligations
Cloudium Technologies plc hereby certifies that it is filing this Form 15 to:
(a) certify the termination of the registration of its common stock under Section 12(g) of the Exchange Act; and
(b) give notice of the suspension of its duty to file reports under Sections 13(a) and 15(d) of the Exchange Act.
This filing is being made in connection with the consummation of the merger transaction described below, which resulted in the Company becoming a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership. Following the consummation of the merger, there are no longer any public holders of the Company's common stock, all outstanding shares having been converted into the right to receive cash merger consideration. Accordingly, the Company is eligible to terminate the registration of its common stock and to suspend its reporting obligations under the Exchange Act.
C. Grounds for Filing
1. Completion of the Merger Transaction.  On July 9, 2024, the reverse triangular merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Solara" or "Parent"), and Solara Digital Infrastructure Fund VI LP, was consummated. Pursuant to the Merger Agreement, Stratos Merger Sub Inc. ("Merger Sub") merged with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.
The Certificate of Merger was duly filed with the Secretary of State of the State of Delaware and became effective at 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"). In connection with the Merger, the Company also took all necessary steps under the laws of England and Wales to effectuate the transaction, including the filing of applicable forms with Companies House.
At the Effective Time, by virtue of the Merger and without any action on the part of any holder of shares of common stock:
(i) Each share of common stock of Cloudium Technologies plc that was issued and outstanding immediately prior to the Effective Time (other than (x) shares subject to rollover agreements with certain members of the Company's management team and board of directors, and (y) shares held by stockholders who properly exercised and perfected dissenters' rights under applicable law, if any) was converted into the right to receive $36.92 per share in cash, without interest and subject to applicable withholding taxes (the "Per Share Merger Consideration").
(ii) Each share of common stock owned by the Company as treasury stock or owned by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent or the Company was automatically cancelled and retired and ceased to exist, and no consideration was delivered in exchange therefor.
(iii) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one validly issued, fully paid, and nonassessable share of common stock of the surviving corporation.
The total enterprise value of the transaction was approximately $6,800,000,000 (six billion eight hundred million U.S. dollars). As of the Effective Time, there were 184,200,000 shares of common stock of the Company outstanding immediately prior to the closing of the Merger (inclusive of shares subject to rollover agreements).
The Merger Agreement was previously disclosed in a Current Report on Form 8-K filed by Cloudium Technologies plc with the Commission on January 23, 2024, which included the full text of the Merger Agreement as an exhibit thereto. The consummation of the Merger was reported on a Current Report on Form 8-K filed by the Company with the Commission on July 9, 2024.
The Merger was approved by the stockholders of Cloudium Technologies plc at a special meeting held on May 20, 2024. At the special meeting, approximately 82.4% of the shares of common stock voted were cast in favor of the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company's Definitive Proxy Statement on Schedule 14A relating to the special meeting was filed with the Commission on April 15, 2024. The Commission did not issue any comments requiring amendment to the Definitive Proxy Statement.
2. Delisting from the Nasdaq Global Select Market.  On July 10, 2024, a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 was filed with the Commission to effect the delisting and deregistration of the common stock of Cloudium Technologies plc from the Nasdaq Global Select Market. The common stock of Cloudium Technologies plc ceased trading on the Nasdaq Global Select Market effective as of the close of trading on July 10, 2024. The ticker symbol "CLDM" has been retired and is no longer active on any securities exchange or quotation system.
As a result of the filing of the Form 25, the registration of the Company's common stock under Section 12(b) of the Exchange Act was withdrawn. Upon the effectiveness of the Form 25, which occurred 10 days after filing (i.e., on July 20, 2024), the deregistration of the common stock under Section 12(b) was completed. However, upon such deregistration under Section 12(b), the Company's common stock became deemed registered under Section 12(g) of the Exchange Act by operation of Rule 12g-2 thereunder. This Form 15 is being filed to terminate such registration under Section 12(g).
3. Record Holders and Eligibility for Suspension.  As of July 30, 2024, the date of this filing, following the consummation of the Merger and the conversion of all outstanding shares of common stock of Cloudium Technologies plc into the right to receive the Per Share Merger Consideration, there are fewer than 300 holders of record of any class of securities of Cloudium Technologies plc. In fact, as set forth in Item 4 below, there is one (1) holder of record of the Company's common stock — Solara Digital Infrastructure Fund VI LP — which holds all of the issued and outstanding shares of common stock of the surviving corporation.
Accordingly, the Issuer is eligible to:
(a) terminate the registration of its common stock under Section 12(g) of the Exchange Act pursuant to Rule 12g-4 thereunder, which permits an issuer to terminate the registration of a class of securities under Section 12(g) if the issuer certifies that the class of securities is held of record by fewer than 300 persons; and
(b) suspend its duty to file reports under Section 15(d) of the Exchange Act pursuant to Rule 12h-3 thereunder, which permits an issuer to suspend its duty to file reports under Section 15(d) if, as of the first day of any fiscal year (other than the fiscal year in which the registration statement became effective), the issuer has fewer than 300 holders of record of any class of securities, or fewer than 500 holders of record of any class of securities and total assets not exceeding $10 million as of the last day of the three most recent fiscal years.
The Company satisfies the conditions for both termination of registration and suspension of reporting obligations, as the Company's common stock is now held by a single holder of record.
ITEM 4 — APPROXIMATE NUMBER OF HOLDERS OF RECORD
As of July 30, 2024, there is one (1) holder of record of the common stock of Cloudium Technologies plc, which is:
Solara Digital Infrastructure Fund VI LP A Delaware limited partnership EIN: 87-4523190
Solara Digital Infrastructure Fund VI LP is the sole stockholder of the surviving corporation following the consummation of the Merger. All shares of common stock of the Company previously held by former public stockholders were cancelled and converted into the right to receive the Per Share Merger Consideration of $36.92 in cash at the Effective Time. No former public stockholder retains any equity interest in the Company.
Letters of Transmittal and related materials were mailed to former stockholders of record by Cascade Corporate Services Inc., the Company's transfer agent, on July 10, 2024. Former stockholders who held shares in certificated form are required to surrender their stock certificates, together with a properly completed and duly executed Letter of Transmittal and such other documents as may be reasonably required, in order to receive the Per Share Merger Consideration. Former stockholders who held shares in book-entry form through the Depository Trust Company or through a bank, broker, or other nominee have had or will have the Per Share Merger Consideration delivered through the customary book-entry settlement process. The paying agent for the Merger is Cobalt Trust Company, 100 Wall Street, New York, New York 10005.
ITEM 5 — TITLE OF EACH CLASS OF SECURITIES COVERED BY THIS FORM
The class of securities covered by this Form 15 is the Common Stock of Cloudium Technologies plc (par value £0.01 per share).
No other class of securities of the Company is or was registered under the Exchange Act, and no other class of securities is covered by this filing.
ITEM 6 — WHETHER THE ISSUER HAS A DUTY TO FILE REPORTS UNDER SECTION 15(d)
Cloudium Technologies plc had a duty to file reports under Section 13(a) of the Exchange Act by reason of the registration of its common stock under Section 12(b) thereof. The Company's common stock was registered under Section 12(b) in connection with its initial public offering and listing on the Nasdaq Global Select Market and has been subject to the reporting requirements of Section 13(a) since that time.
In addition, Cloudium Technologies plc had a duty to file reports under Section 15(d) of the Exchange Act by reason of the effectiveness of one or more registration statements filed by the Company under the Securities Act of 1933, as amended.
By this filing, Cloudium Technologies plc gives notice of the suspension of its duty to file reports under both Section 13(a) and Section 15(d) of the Exchange Act. Pursuant to Rule 12g-4(a) under the Exchange Act, the Company's obligation to file reports required by Section 13(a) of the Exchange Act with respect to the common stock is suspended immediately upon the filing of this Form 15. Pursuant to Rule 12h-3(a) under the Exchange Act, the Company's obligation to file reports required by Section 15(d) of the Exchange Act is suspended as of the filing date of this Form 15.
The suspension of the reporting obligations under Section 13(a) takes effect immediately upon filing. The termination of the registration of the Company's common stock under Section 12(g) shall become effective 90 days after the filing of this Form 15 (i.e., effective October 28, 2024), or such earlier date as the Commission may determine.
The Company confirms that, as of the filing date of this Form 15, it has filed all reports and paid all fees required to be filed and paid under Sections 13, 14, and 15(d) of the Exchange Act for the preceding 12 months, and for such shorter period that the Company was required to file such reports and pay such fees. There are no outstanding or delinquent filings.
CERTIFICATION
The undersigned hereby certifies as follows:
1.  The Issuer has previously filed all reports and paid all fees required to be filed and paid under Sections 13, 14, and 15(d) of the Securities Exchange Act of 1934, as amended, for the preceding 12 months (or for such shorter period that the Issuer was required to file such reports and pay such fees).
2.  The Issuer is filing this Form 15 to certify that the number of holders of record of the Issuer's common stock is fewer than 300 as of July 30, 2024. Specifically, as of such date, there is one (1) holder of record of the Issuer's common stock.
This Form 15 is filed pursuant to Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) under the Securities Exchange Act of 1934, as amended. In accordance with Rule 12g-4(a), the Issuer's obligation to file reports under Section 13(a) of the Exchange Act shall be suspended immediately upon the filing of this Form 15. In accordance with Rule 12h-3(a), the Issuer's obligation to file reports under Section 15(d) of the Exchange Act shall be suspended as of the filing date of this Form 15.
The Issuer understands that it shall be relieved of its obligation to file reports pursuant to Section 13(a) of the Exchange Act upon the filing of this Form 15, but that the termination of registration of its common stock under Section 12(g) of the Exchange Act shall not be effective until 90 days after the filing of this Form 15 (or such earlier date as the Commission may determine). The Issuer further understands that it may have additional obligations under Rule 12h-3 if, at any future date, the conditions for suspension of reporting under Section 15(d) are no longer satisfied, and that the Commission retains the authority to deny, defer, or revoke the suspension of reporting obligations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this certification and notice to be signed on its behalf by the undersigned hereunto duly authorized.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Margaret A. Liu
Title: Secretary and Authorized Officer
Date: July 30, 2024
Margaret A. Liu was duly appointed as Secretary and Authorized Officer of Cloudium Technologies plc, the surviving corporation in the Merger, pursuant to the written consent of the Board of Directors of the surviving corporation dated July 9, 2024, effective as of the Effective Time.
ATTACHMENTS AND EXHIBITS
No exhibits are required to be filed with this Form 15. However, for the convenience of the Commission, the following prior filings of Cloudium Technologies plc are referenced in connection with this filing:
All of the foregoing filings are publicly available on the Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov and are incorporated herein by reference to the extent applicable.
CONFIDENTIAL — FOR INTERNAL REFERENCE ONLY — NOT PART OF SEC FILING
DRAFTER / PREPARER NOTES
This Form 15 was prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022.
Transaction Summary:
This filing effectuates the final step in the Nasdaq delisting and SEC deregistration process following the consummation of the $6,800,000,000 reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc on July 9, 2024. Following the Merger, Cloudium Technologies plc became a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.
Key Service Providers:
Issuer Financial Data (Last Reported):
Additional Notes:
•  The Issuer's common stock was listed on the Nasdaq Global Select Market under the ticker symbol CLDM; 184,200,000 shares were outstanding as of the signing date (January 22, 2024).
•  All reports and fees required under Sections 13, 14, and 15(d) of the Exchange Act have been filed and paid through the filing date.
•  The SEC did not issue comments requiring amendment to the Definitive Proxy Statement.
•  Suspension of reporting obligations effective upon filing; duty to file under Section 13(a) suspended immediately; duty to file under Section 15(d) suspended effective on filing date.
•  Termination of registration under Section 12(g) effective October 28, 2024 (90 days post-filing), unless accelerated by the Commission.
Name of Issuer: | Cloudium Technologies plc
IRS Employer Identification Number (EIN): | 83-2196754
Jurisdiction of Organization: | England and Wales (Company Number 09734521)
Address of Principal Executive Offices: | 600 Townsend Street, Suite 800, San Francisco, CA 94103 (United States Headquarters); Registered Office: 45 Broadwick Street, London W1F 0DB, United Kingdom
Telephone Number: | (415) 770-3200
Title of Each Class of Securities Covered by This Form: | Common Stock
Ticker Symbol (Former): | CLDM (formerly listed on the Nasdaq Global Select Market)
Filing | Date Filed | Description
Form 8-K | January 23, 2024 | Current Report announcing the execution of the Merger Agreement, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (full text of Merger Agreement filed as Exhibit 2.1)
Schedule 14A (Definitive Proxy Statement) | April 15, 2024 | Definitive Proxy Statement of Cloudium Technologies plc relating to the Special Meeting of Stockholders held on May 20, 2024, to approve and adopt the Merger Agreement and the transactions contemplated thereby
Form 8-K | July 9, 2024 | Current Report announcing the consummation of the Merger on July 9, 2024
Form 25 | July 10, 2024 | Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, effecting the delisting of the common stock of Cloudium Technologies plc from the Nasdaq Global Select Market
Matter Number: | 1041-00003
Responsible Partner: | Harrison Wexford
Lead Associate: | Tiffany Rosenthal
Target's Counsel: | Ridgeway Phelps & Sato LLP (Catherine Answorth, Partner)
Role | Entity | Address
Transfer Agent | Cascade Corporate Services Inc. | 6201 15th Avenue, Brooklyn, NY 11219
Paying Agent / Escrow Agent | Cobalt Trust Company | 100 Wall Street, New York, NY 10005
Proxy Solicitor | Blackthorn Proxy Advisors LLC | 105 Madison Avenue, New York, NY 10016 (engagement concluded upon stockholder vote May 20, 2024)
Auditor | Harwell & Dobson LLP (Engagement Partner: Martin Chisholm) | —
Metric | Amount
Last Fiscal Year End (Audited) | September 30, 2023
LTM Revenue | $1,620,000,000
LTM EBITDA | $405,000,000
ARR (as of December 31, 2023) | $1,740,000,000

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 15

CERTIFICATION

SIGNATURE

CLOUDIUM TECHNOLOGIES PLC

ATTACHMENTS AND EXHIBITS

DRAFTER / PREPARER NOTES

Record

Parties

Dates

Amounts