1041-00003 · Solara Digital Infrastructure LP · SEC/Proxy

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2024

CLOUDIUM TECHNOLOGIES PLC (Exact name of registrant as specified in its charter)

45 Broadwick Street London W1F 0DB, United Kingdom (Address of registrant's registered office)

600 Townsend Street, Suite 800 San Francisco, CA 94103 (Address of registrant's U.S. headquarters)

Company Number (England and Wales): 09734521

Registrant's telephone number, including area code: [__]

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

*Trading in the Company's common stock on the Nasdaq Global Select Market has been suspended in connection with the Merger described herein. See Item 3.01 below.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

Item 1.01 — Entry into a Material Definitive Agreement.

As previously reported, on January 22, 2024, Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (the "Company" or "Cloudium"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI," and together with its affiliates, "Solara"), and Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fund VI ("Merger Sub"). The Merger Agreement was previously reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 23, 2024 (the "Signing 8-K"), and was described in further detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2024 (the "Proxy Statement").

On July 9, 2024, the Company completed the previously announced merger (the "Merger") pursuant to the terms and conditions set forth in the Merger Agreement. As described more fully in Item 2.01 below, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Fund VI. In connection with the closing of the Merger, the Company and certain of its affiliates entered into additional agreements and instruments as described more fully in Item 2.01 below, including a Credit Agreement dated July 9, 2024 and an Escrow Agreement dated July 9, 2024.

The description of the Merger Agreement contained herein and in the Signing 8-K and the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Signing 8-K and is incorporated herein by reference. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

Item 2.01 — Completion of Acquisition or Disposition of Assets.

Completion of the Merger

On July 9, 2024, the Company completed the Merger pursuant to the Merger Agreement. At the effective time of the Merger, which was 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"), Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc, with Cloudium continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP. The Merger was effected as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). A Certificate of Merger was duly filed with the Secretary of State of the State of Delaware at the Effective Time.

Merger Consideration. At the Effective Time, each issued and outstanding share of common stock, nominal value £0.01 per share, of the Company ("Cloudium Common Stock") (other than (i) shares held by the Company as treasury shares, (ii) shares owned directly by Fund VI, Merger Sub or any of their respective wholly owned subsidiaries, (iii) shares subject to the Rollover Agreements (as defined below) and (iv) shares held by stockholders who properly demanded and perfected their appraisal rights under Section 262 of the DGCL and had not effectively withdrawn or lost such rights as of the Effective Time (collectively, "Excepted Shares")) was automatically cancelled and converted into the right to receive $36.92 per share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration").

Immediately prior to the Effective Time, there were approximately 184,200,000 shares of Cloudium Common Stock issued and outstanding. Based on the Per Share Merger Consideration, the aggregate transaction value (including shares subject to the Rollover Agreements, as described below) was approximately $6,800,000,000 (the "Deal Value"). The aggregate cash merger consideration payable to non-rolling stockholders (excluding Excepted Shares and shares subject to the Rollover Agreements) was approximately $6,183,944,048 (the "Cash Merger Consideration"), subject to adjustments for Excepted Shares and shares for which appraisal rights were properly demanded and perfected.

Rollover Equity. Certain shares of Cloudium Common Stock held by the following persons were not converted into the right to receive the Per Share Merger Consideration but were instead contributed to the Surviving Corporation (or a parent entity thereof) in exchange for equity interests therein, pursuant to the rollover agreements described below (each, a "Rollover Agreement," and collectively, the "Rollover Agreements"), each dated as of January 22, 2024:

(a) Jonathan Hargrove, the Company's Chief Executive Officer, who held approximately 7,736,400 shares (representing approximately 4.2% of the outstanding shares of Cloudium Common Stock immediately prior to the Effective Time), rolled over 50% of such shares (approximately 3,868,200 shares) into equity interests in the Surviving Corporation (or a parent entity thereof), representing an implied rollover equity value of approximately $142,814,544 based on the Per Share Merger Consideration; and

(b) Pinnacle Growth Ventures LLC ("Pinnacle"), a growth equity firm that was an existing significant stockholder of the Company, which held approximately 21,367,200 shares (representing approximately 11.6% of the outstanding shares of Cloudium Common Stock immediately prior to the Effective Time), rolled over 60% of such shares (approximately 12,820,320 shares) into equity interests in the Surviving Corporation (or a parent entity thereof), representing an implied rollover equity value of approximately $473,241,408 based on the Per Share Merger Consideration.

The aggregate rollover equity contributed by Mr. Hargrove and Pinnacle was approximately $616,055,952 (the "Rollover Equity"). The Rollover Agreements were previously filed as exhibits to the Proxy Statement and are incorporated herein by reference.

Stockholder Approval. The Merger was approved by the stockholders of the Company at a special meeting of stockholders held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately 82.4% of the shares of Cloudium Common Stock present in person or by proxy and entitled to vote thereon were voted in favor of the proposal to adopt the Merger Agreement and approve the Merger. The Proxy Statement relating to the Special Meeting was filed with the SEC on April 15, 2024 and first mailed to stockholders of the Company on or about April 17, 2024.

Regulatory Approvals. All required regulatory approvals and clearances were obtained prior to the closing of the Merger. The material regulatory approvals included:

Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). Pre-merger notification forms under the HSR Act were filed by Fund VI and the Company with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on February 9, 2024. The initial 30-day waiting period under the HSR Act expired at 11:59 PM Eastern Time on March 11, 2024 without the issuance of a request for additional information or documentary material (a "Second Request") by either the FTC or the DOJ. No conditions were imposed in connection with the expiration of the HSR Act waiting period.

United Kingdom Competition and Markets Authority ("CMA"). A Merger Notice Form was submitted by Fund VI to the CMA on February 12, 2024 (CMA Case No. ME/7184/24). On April 3, 2024, the CMA issued an unconditional Phase 1 clearance decision, determining that the Merger did not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom for goods or services. No undertakings in lieu of reference to a Phase 2 investigation were required.

No other governmental or regulatory approvals, consents or filings were required as a condition to the closing of the Merger, other than routine filings and consents that were obtained or made prior to or concurrently with the closing.

Financing. The Cash Merger Consideration payable to non-rolling stockholders, the repayment of the Company's existing indebtedness (as described below), and the payment of estimated transaction fees and expenses in connection with the Merger were funded through a combination of the following sources:

(a) Equity Contribution. Solara Digital Infrastructure Fund VI LP made an equity contribution of approximately $2,832,888,096 to Merger Sub (or a parent entity of Merger Sub) at or prior to the closing of the Merger, which was used to fund a portion of the Cash Merger Consideration, repay existing indebtedness and pay transaction expenses.

(b) Term Loan B Facility. The Surviving Corporation (or its designee) entered into a Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among the Surviving Corporation (as borrower), the lenders from time to time party thereto (the "Lenders"), Meridian Atlantic Bank, N.A. ("Meridian Atlantic"), as lead arranger and administrative agent, and Ironclad Capital Markets LLC ("Ironclad"), as co-arranger and joint bookrunner. Pursuant to the Credit Agreement, the Lenders made available to the Surviving Corporation a senior secured term loan B facility (the "Term Loan B") in the aggregate principal amount of $3,740,000,000, with a maturity date of July 9, 2031 (seven years from the closing date). The Term Loan B bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of 325 basis points, subject to a SOFR floor of 0.50%. The proceeds of the Term Loan B were used to fund a portion of the Cash Merger Consideration, to repay existing indebtedness and to pay transaction expenses.

(c) Revolving Credit Facility. The Credit Agreement also provides for a senior secured revolving credit facility (the "Revolving Credit Facility") with an aggregate available borrowing capacity of $500,000,000 and a maturity date of July 9, 2029 (five years from the closing date). Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to SOFR plus a margin of 275 basis points, subject to a SOFR floor of 0.50%. The Revolving Credit Facility was undrawn at the closing of the Merger and is available for general corporate purposes and working capital needs of the Surviving Corporation.

(d) Rollover Equity. Rollover equity of approximately $616,055,952 was contributed by Jonathan Hargrove and Pinnacle Growth Ventures LLC as described above under "— Rollover Equity."

The total funding requirement in connection with the Merger was approximately $7,188,944,048, comprising (i) Cash Merger Consideration payable to non-rolling stockholders of approximately $6,183,944,048, (ii) estimated transaction fees and expenses of approximately $185,000,000, and (iii) repayment of the Company's existing indebtedness of approximately $820,000,000 (as described below). The total sources of funding were the equity contribution from Fund VI ($2,832,888,096), the Term Loan B ($3,740,000,000), and Rollover Equity ($616,055,952), for aggregate sources of approximately $7,188,944,048. The Revolving Credit Facility was not drawn at closing.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which will be filed as an exhibit to the Company's subsequent filings with the SEC, as applicable.

Repayment of Existing Indebtedness

Concurrently with the closing of the Merger, the Company repaid in full approximately $820,000,000 of existing indebtedness outstanding under that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"), among the Company (as borrower), the lenders from time to time party thereto, and Atlas Commercial Lending Corp. ("Atlas"), as administrative agent. The indebtedness repaid consisted of (i) approximately $620,000,000 in outstanding principal under a term loan facility and (ii) approximately $200,000,000 in outstanding borrowings under a revolving credit facility under the Existing Credit Agreement. The repayment constituted a mandatory prepayment triggered by the change of control of the Company resulting from the consummation of the Merger. In connection with the repayment, all commitments under the Existing Credit Agreement were terminated, all liens securing the obligations thereunder were released, and all guarantees in respect thereof were discharged.

Indemnification Escrow. In connection with the closing of the Merger, and pursuant to an Escrow Agreement, dated as of July 9, 2024 (the "Escrow Agreement"), among Fund VI, Cobalt Trust Company (the "Escrow Agent"), and Douglas Pemberton, in his capacity as the Stockholder Representative (as defined below), an amount equal to $544,000,000 (representing approximately 8% of the Deal Value) was deposited with the Escrow Agent at closing (the "Escrow Amount") to secure the indemnification obligations of the former stockholders of the Company under the Merger Agreement. The Escrow Amount was funded from the Cash Merger Consideration otherwise payable to the former stockholders (on a pro rata basis).

The Escrow Agreement provides for the following scheduled releases of the Escrow Amount:

(i) 50% of the Escrow Amount ($272,000,000) is scheduled for release on the date that is 12 months after the closing date of the Merger (July 9, 2025), less any amounts subject to then-pending indemnification claims; and

(ii) the remaining 50% of the Escrow Amount ($272,000,000) is scheduled for release on the date that is 18 months after the closing date of the Merger (January 9, 2026), less any amounts subject to then-pending indemnification claims.

The indemnification obligations of the former stockholders under the Merger Agreement are subject to a cap equal to 15% of the Deal Value ($1,020,000,000), subject to certain customary exceptions for claims arising from fraud, intentional misrepresentation, willful breach and certain fundamental representations and warranties. The representations and warranties of the Company set forth in the Merger Agreement survive for a period of 18 months following the closing date of the Merger, expiring on January 9, 2026, subject to longer survival periods applicable to certain fundamental representations and warranties and tax-related representations and warranties as set forth in the Merger Agreement.

Representation and Warranty Insurance

In connection with the Merger, Fund VI obtained a buyer-side representation and warranty insurance policy (Policy No. NFA-TRI-2024-00487) from Northfield Assurance Ltd. (the "R&W Policy"). The R&W Policy provides coverage of up to $680,000,000 (representing approximately 10% of the Deal Value) in excess of a retention amount equal to $544,000,000 (which is equal to the Escrow Amount). The R&W Policy covers losses arising from breaches of the Company's representations and warranties in the Merger Agreement, subject to customary terms, conditions and exclusions. The premium and related costs of the R&W Policy were borne by Fund VI. The availability of coverage under the R&W Policy does not limit or replace the indemnification obligations of the former stockholders under the Merger Agreement or the Escrow Agreement.

Material Relationships. Solara Digital Infrastructure LP is a Delaware limited partnership and a global private equity firm focused on investments in digital infrastructure and enterprise software. As of the date hereof, Solara manages approximately $38 billion in assets under management across six flagship funds and related co-investment vehicles. Solara Digital Infrastructure Fund VI LP is a 2022-vintage fund with approximately $12.4 billion in committed capital from institutional investors, sovereign wealth funds and other qualified purchasers. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company.

Pinnacle Growth Ventures LLC is a growth equity firm headquartered in New York, New York. The managing member of Pinnacle is Evelyn Carmichael. Prior to the Merger, Pinnacle was a significant stockholder of the Company and held two seats on the Company's board of directors, which were occupied by Ms. Carmichael and another designee of Pinnacle. In connection with the Merger, Pinnacle entered into the Rollover Agreement described above and contributed approximately 60% of its shares of Cloudium Common Stock to the Surviving Corporation in exchange for equity interests therein.

Advisors. The following advisors served in connection with the Merger:

• Osprey Bancroft & Co. served as financial advisor to Solara in connection with the Merger.

• Veridian Partners LLC served as financial advisor to the board of directors of the Company and delivered a fairness opinion to the board of directors, dated January 21, 2024, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications and limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Cloudium Common Stock (other than holders of Excepted Shares) in the Merger was fair, from a financial point of view, to such holders. The fairness opinion of Veridian Partners LLC was described in the Proxy Statement and was attached as an annex thereto.

• Calderwood & Harkness LLP served as legal counsel to Solara.

• Ridgeway Phelps & Sato LLP served as legal counsel to the Company.

• Blackthorn Proxy Advisors LLC served as proxy solicitor for the Company in connection with the Special Meeting.

• Cascade Corporate Services Inc. serves as paying agent and exchange agent in connection with the Merger (the "Exchange Agent").

Exchange of Shares

Pursuant to the terms of the Merger Agreement, the Exchange Agent mailed Letters of Transmittal and related instructions on or about July 10, 2024 to former holders of record of Cloudium Common Stock whose shares were converted into the right to receive the Per Share Merger Consideration in the Merger. Former holders of shares of Cloudium Common Stock that were represented by certificates should complete and return the Letter of Transmittal, together with their stock certificates, to the Exchange Agent in order to receive the Per Share Merger Consideration of $36.92 per share in cash, without interest and subject to applicable withholding taxes. Former holders of shares of Cloudium Common Stock held in book-entry form will receive the Per Share Merger Consideration through the facilities of The Depository Trust Company or as otherwise described in the Letter of Transmittal.

The foregoing description of the exchange procedures does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the Letter of Transmittal.

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, on July 10, 2024, the Company notified the Nasdaq Global Select Market ("Nasdaq") of the completion of the Merger and requested that trading in shares of Cloudium Common Stock (ticker symbol: CLDM) be suspended and that the shares of Cloudium Common Stock be removed from listing on Nasdaq. Trading in shares of Cloudium Common Stock on Nasdaq was suspended prior to the opening of trading on July 10, 2024.

On July 10, 2024, the Company filed a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 with the SEC with respect to the delisting of shares of Cloudium Common Stock from Nasdaq. The delisting of shares of Cloudium Common Stock from Nasdaq is expected to become effective ten days after the filing of the Form 25. Upon the effectiveness of the Form 25, the registration of shares of Cloudium Common Stock under Section 12(b) of the Exchange Act will be terminated.

The Company intends to file a Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Exchange Act on Form 15 with the SEC to terminate the registration of shares of Cloudium Common Stock under Section 12(g) of the Exchange Act and to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. The Company expects to file the Form 15 on or about July 30, 2024. Upon the filing of the Form 15, the Company's obligation to file periodic reports, including Annual Reports on Form 20-F or Form 10-K and Current Reports on Form 8-K, with the SEC will be immediately suspended, subject to the provisions of Rule 12h-3 under the Exchange Act.

Item 3.03 — Material Modification to Rights of Security Holders.

At the Effective Time, each share of Cloudium Common Stock issued and outstanding immediately prior to the Effective Time (other than Excepted Shares as described in Item 2.01 above) was automatically cancelled and converted into the right to receive the Per Share Merger Consideration of $36.92 per share in cash, without interest and subject to applicable withholding taxes. As a result of the Merger, the former holders of shares of Cloudium Common Stock are no longer entitled to exercise any rights as stockholders of the Company, including, without limitation, the right to vote, the right to receive dividends or other distributions, or any other rights with respect to such shares, other than the right to receive the Per Share Merger Consideration upon the surrender of their shares (or, to the extent applicable, the right to seek an appraisal of the fair value of their shares in accordance with Section 262 of the DGCL).

In connection with and effective as of the Effective Time, the Company adopted an Amended and Restated Certificate of Incorporation of the Surviving Corporation (the "Amended Certificate of Incorporation") and new Bylaws of the Surviving Corporation (the "New Bylaws"), each in the form contemplated by the Merger Agreement. The Amended Certificate of Incorporation and the New Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 — Changes in Control of Registrant.

As a result of the consummation of the Merger as described in Item 2.01 above, a change of control of the Company occurred at the Effective Time of 11:59 PM Eastern Time on July 9, 2024. Cloudium Technologies plc is now a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company.

The sources of funds used in the acquisition of the Company are described in detail under Item 2.01 above under the heading "— Financing." The total funding requirement in connection with the Merger was approximately $7,188,944,048, which consisted of the following:

(i) Cash Merger Consideration payable to non-rolling stockholders of approximately $6,183,944,048;

(ii) estimated transaction fees and expenses of approximately $185,000,000; and

(iii) repayment of the Company's existing indebtedness under the Existing Credit Agreement of approximately $820,000,000.

The total funding requirement was financed through (a) an equity contribution of approximately $2,832,888,096 from Fund VI, (b) proceeds of the Term Loan B of $3,740,000,000 under the Credit Agreement, and (c) Rollover Equity of approximately $616,055,952 contributed by Jonathan Hargrove and Pinnacle Growth Ventures LLC. The Revolving Credit Facility of $500,000,000 was not drawn at closing.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

In connection with and effective as of the Effective Time, each member of the pre-Merger board of directors of the Company resigned from the board of directors of the Surviving Corporation, including Douglas Pemberton (Independent Board Chair), in each case without any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The resignations were made in accordance with the terms of the Merger Agreement.

Effective as of the Effective Time, the following individuals, each of whom was designated by Fund VI pursuant to the terms of the Merger Agreement, were appointed to the board of directors of the Surviving Corporation by written consent:

The identities of the new directors designated by Fund VI will be set forth in the written consent effective July 9, 2024 and are described in the Amended Certificate of Incorporation and New Bylaws of the Surviving Corporation filed as Exhibits 3.1 and 3.2 hereto.

Jonathan Hargrove continues to serve as Chief Executive Officer of the Surviving Corporation, and Sienna Whitfield continues to serve as Chief Financial Officer of the Surviving Corporation. No changes to the executive officer positions of the Surviving Corporation were made in connection with the closing of the Merger.

In connection with the execution of the Merger Agreement on January 22, 2024, each of Jonathan Hargrove and Sienna Whitfield entered into non-competition and non-solicitation agreements with the Company and Fund VI, each dated January 22, 2024 (the "Restrictive Covenant Agreements"). Pursuant to the Restrictive Covenant Agreements, each of Mr. Hargrove and Ms. Whitfield agreed to customary non-competition and non-solicitation covenants for a period of two years following the closing of the Merger, as well as customary confidentiality obligations. The Restrictive Covenant Agreements were previously described in the Proxy Statement and are incorporated herein by reference.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 — Other Events.

Appraisal Rights. Holders of shares of Cloudium Common Stock who did not vote in favor of the adoption of the Merger Agreement and the approval of the Merger at the Special Meeting and who properly demanded and perfected their appraisal rights in accordance with Section 262 of the DGCL are entitled to seek a judicial determination of the fair value of their shares in the Court of Chancery of the State of Delaware in lieu of receiving the Per Share Merger Consideration. A notice regarding the availability of appraisal rights (the "Appraisal Notice") was mailed to record holders of Cloudium Common Stock who may be entitled to appraisal rights on or about July 10, 2024. The foregoing description of appraisal rights does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise appraisal rights. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL, and any stockholder who desires to exercise appraisal rights should carefully review Section 262 of the DGCL and consult such stockholder's legal advisor.

Stockholder Representative. Pursuant to a Stockholder Representative Agreement, dated as of January 22, 2024, among Fund VI, the Company and Douglas Pemberton (the "Stockholder Representative Agreement"), Douglas Pemberton was appointed as the stockholder representative (the "Stockholder Representative") to act on behalf of the former stockholders of the Company in connection with (i) post-closing indemnification claims under the Merger Agreement, (ii) releases of the Escrow Amount under the Escrow Agreement, (iii) any purchase price adjustments under the Merger Agreement, and (iv) such other matters as are contemplated by the Stockholder Representative Agreement and the Merger Agreement. Mr. Pemberton previously served as the Independent Board Chair of the Company. The Stockholder Representative is entitled to be reimbursed for reasonable out-of-pocket costs and expenses incurred in connection with the performance of his duties from a representative expense fund established at closing from the Cash Merger Consideration.

Forward-Looking Statements. This Current Report on Form 8-K may contain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding the expected timing of the filing of the Form 15 and the suspension of the Company's reporting obligations under the Exchange Act, the expected release of escrowed funds, and other statements that are not historical facts. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, risks relating to the integration of the Company's business following the Merger, the ability of the Surviving Corporation to achieve the anticipated benefits of the Merger, the impact of indebtedness incurred in connection with the Merger, general economic and market conditions, and other risks and uncertainties described in the Company's filings with the SEC, including the Proxy Statement and the Company's most recent Annual Report on Form 20-F or Form 10-K. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.

Item 9.01 — Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable. The Company is the acquired entity and the registrant.

(b) Pro Forma Financial Information.

Not applicable.

(d) Exhibits.

*Certain schedules and similar attachments to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

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

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Nadia Chowdhury

Title: General Counsel and Secretary

Date: July 9, 2024

DRAFTING NOTES — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

Prepared by: Calderwood & Harkness LLP Matter No.: 1041-00003 Responsible Partner: Harrison Wexford Lead Associate: Tiffany Rosenthal

Coordination with Target Counsel: Ridgeway Phelps & Sato LLP (Catherine Answorth, partner; Alistair Fenn, counsel). This draft has been prepared by Calderwood & Harkness LLP and is to be circulated to Ridgeway Phelps & Sato LLP for review and comment prior to filing.

Open Items and Confirmations Required:

1. Commission File Number. Confirm the Company's Commission File Number for inclusion in the header. This number was intentionally left bracketed pending confirmation.

2. Registrant Telephone Number. Confirm the registrant's telephone number for inclusion in the header.

3. Exhibit List. Confirm final exhibit list with Ridgeway Phelps & Sato LLP, including whether the Credit Agreement, Escrow Agreement, Rollover Agreements or Restrictive Covenant Agreements should be filed as exhibits to this Form 8-K or reserved for subsequent filings.

4. Item 5.02 — Post-Closing Officer Appointments. Confirm whether any additional disclosure is needed under Item 5.02 for post-closing officer appointments or departures beyond the continuation of Jonathan Hargrove (CEO) and Sienna Whitfield (CFO) and the resignations of the pre-Merger board. Confirm identities of Fund VI-designated directors for inclusion.

5. Letter of Transmittal Mailing Date. Confirm with Cascade Corporate Services Inc. the exact date of the Letter of Transmittal mailing (currently reflected as "on or about July 10, 2024").

6. Form 25 and Form 15 Filing Dates. Confirm that Form 25 was filed on July 10, 2024, and confirm the intended filing date of Form 15 (currently reflected as on or about July 30, 2024).

7. Appraisal Demands. Confirm whether the Company has received any demands for appraisal under DGCL § 262 and whether any additional disclosure is required regarding the number of shares for which appraisal was demanded.

8. Press Release. Confirm that the press release (Exhibit 99.1) has been finalized and approved by both Solara and the Company for filing.

9. XBRL Tagging. Coordinate with the Company's EDGAR filing agent regarding Inline XBRL tagging requirements for the cover page.

England and Wales	[__]-[____]	83-2196754
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, nominal value £0.01 per share	CLDM	The Nasdaq Global Select Market*
Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on January 23, 2024).*
3.1	Amended and Restated Certificate of Incorporation of Cloudium Technologies plc (as the Surviving Corporation), effective July 9, 2024.
3.2	Bylaws of Cloudium Technologies plc (as the Surviving Corporation), effective July 9, 2024.
99.1	Press Release, dated July 9, 2024, announcing the completion of the Merger.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2024
CLOUDIUM TECHNOLOGIES PLC (Exact name of registrant as specified in its charter)
45 Broadwick Street London W1F 0DB, United Kingdom (Address of registrant's registered office)
600 Townsend Street, Suite 800 San Francisco, CA 94103 (Address of registrant's U.S. headquarters)
Company Number (England and Wales): 09734521
Registrant's telephone number, including area code: [__]
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
•  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
•  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
•  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
•  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
*Trading in the Company's common stock on the Nasdaq Global Select Market has been suspended in connection with the Merger described herein. See Item 3.01 below.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes    No
Item 1.01 — Entry into a Material Definitive Agreement.
As previously reported, on January 22, 2024, Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (the "Company" or "Cloudium"), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI," and together with its affiliates, "Solara"), and Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fund VI ("Merger Sub"). The Merger Agreement was previously reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 23, 2024 (the "Signing 8-K"), and was described in further detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2024 (the "Proxy Statement").
On July 9, 2024, the Company completed the previously announced merger (the "Merger") pursuant to the terms and conditions set forth in the Merger Agreement. As described more fully in Item 2.01 below, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Fund VI. In connection with the closing of the Merger, the Company and certain of its affiliates entered into additional agreements and instruments as described more fully in Item 2.01 below, including a Credit Agreement dated July 9, 2024 and an Escrow Agreement dated July 9, 2024.
The description of the Merger Agreement contained herein and in the Signing 8-K and the Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Signing 8-K and is incorporated herein by reference. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
Item 2.01 — Completion of Acquisition or Disposition of Assets.
Completion of the Merger
On July 9, 2024, the Company completed the Merger pursuant to the Merger Agreement. At the effective time of the Merger, which was 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"), Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc, with Cloudium continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP. The Merger was effected as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). A Certificate of Merger was duly filed with the Secretary of State of the State of Delaware at the Effective Time.
Merger Consideration.  At the Effective Time, each issued and outstanding share of common stock, nominal value £0.01 per share, of the Company ("Cloudium Common Stock") (other than (i) shares held by the Company as treasury shares, (ii) shares owned directly by Fund VI, Merger Sub or any of their respective wholly owned subsidiaries, (iii) shares subject to the Rollover Agreements (as defined below) and (iv) shares held by stockholders who properly demanded and perfected their appraisal rights under Section 262 of the DGCL and had not effectively withdrawn or lost such rights as of the Effective Time (collectively, "Excepted Shares")) was automatically cancelled and converted into the right to receive $36.92 per share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration").
Immediately prior to the Effective Time, there were approximately 184,200,000 shares of Cloudium Common Stock issued and outstanding. Based on the Per Share Merger Consideration, the aggregate transaction value (including shares subject to the Rollover Agreements, as described below) was approximately $6,800,000,000 (the "Deal Value"). The aggregate cash merger consideration payable to non-rolling stockholders (excluding Excepted Shares and shares subject to the Rollover Agreements) was approximately $6,183,944,048 (the "Cash Merger Consideration"), subject to adjustments for Excepted Shares and shares for which appraisal rights were properly demanded and perfected.
Rollover Equity.  Certain shares of Cloudium Common Stock held by the following persons were not converted into the right to receive the Per Share Merger Consideration but were instead contributed to the Surviving Corporation (or a parent entity thereof) in exchange for equity interests therein, pursuant to the rollover agreements described below (each, a "Rollover Agreement," and collectively, the "Rollover Agreements"), each dated as of January 22, 2024:
(a) Jonathan Hargrove, the Company's Chief Executive Officer, who held approximately 7,736,400 shares (representing approximately 4.2% of the outstanding shares of Cloudium Common Stock immediately prior to the Effective Time), rolled over 50% of such shares (approximately 3,868,200 shares) into equity interests in the Surviving Corporation (or a parent entity thereof), representing an implied rollover equity value of approximately $142,814,544 based on the Per Share Merger Consideration; and
(b) Pinnacle Growth Ventures LLC ("Pinnacle"), a growth equity firm that was an existing significant stockholder of the Company, which held approximately 21,367,200 shares (representing approximately 11.6% of the outstanding shares of Cloudium Common Stock immediately prior to the Effective Time), rolled over 60% of such shares (approximately 12,820,320 shares) into equity interests in the Surviving Corporation (or a parent entity thereof), representing an implied rollover equity value of approximately $473,241,408 based on the Per Share Merger Consideration.
The aggregate rollover equity contributed by Mr. Hargrove and Pinnacle was approximately $616,055,952 (the "Rollover Equity"). The Rollover Agreements were previously filed as exhibits to the Proxy Statement and are incorporated herein by reference.
Stockholder Approval.  The Merger was approved by the stockholders of the Company at a special meeting of stockholders held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately 82.4% of the shares of Cloudium Common Stock present in person or by proxy and entitled to vote thereon were voted in favor of the proposal to adopt the Merger Agreement and approve the Merger. The Proxy Statement relating to the Special Meeting was filed with the SEC on April 15, 2024 and first mailed to stockholders of the Company on or about April 17, 2024.
Regulatory Approvals.  All required regulatory approvals and clearances were obtained prior to the closing of the Merger. The material regulatory approvals included:
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). Pre-merger notification forms under the HSR Act were filed by Fund VI and the Company with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on February 9, 2024. The initial 30-day waiting period under the HSR Act expired at 11:59 PM Eastern Time on March 11, 2024 without the issuance of a request for additional information or documentary material (a "Second Request") by either the FTC or the DOJ. No conditions were imposed in connection with the expiration of the HSR Act waiting period.
United Kingdom Competition and Markets Authority ("CMA"). A Merger Notice Form was submitted by Fund VI to the CMA on February 12, 2024 (CMA Case No. ME/7184/24). On April 3, 2024, the CMA issued an unconditional Phase 1 clearance decision, determining that the Merger did not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom for goods or services. No undertakings in lieu of reference to a Phase 2 investigation were required.
No other governmental or regulatory approvals, consents or filings were required as a condition to the closing of the Merger, other than routine filings and consents that were obtained or made prior to or concurrently with the closing.
Financing.  The Cash Merger Consideration payable to non-rolling stockholders, the repayment of the Company's existing indebtedness (as described below), and the payment of estimated transaction fees and expenses in connection with the Merger were funded through a combination of the following sources:
(a) Equity Contribution. Solara Digital Infrastructure Fund VI LP made an equity contribution of approximately $2,832,888,096 to Merger Sub (or a parent entity of Merger Sub) at or prior to the closing of the Merger, which was used to fund a portion of the Cash Merger Consideration, repay existing indebtedness and pay transaction expenses.
(b) Term Loan B Facility. The Surviving Corporation (or its designee) entered into a Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among the Surviving Corporation (as borrower), the lenders from time to time party thereto (the "Lenders"), Meridian Atlantic Bank, N.A. ("Meridian Atlantic"), as lead arranger and administrative agent, and Ironclad Capital Markets LLC ("Ironclad"), as co-arranger and joint bookrunner. Pursuant to the Credit Agreement, the Lenders made available to the Surviving Corporation a senior secured term loan B facility (the "Term Loan B") in the aggregate principal amount of $3,740,000,000, with a maturity date of July 9, 2031 (seven years from the closing date). The Term Loan B bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of 325 basis points, subject to a SOFR floor of 0.50%. The proceeds of the Term Loan B were used to fund a portion of the Cash Merger Consideration, to repay existing indebtedness and to pay transaction expenses.
(c) Revolving Credit Facility. The Credit Agreement also provides for a senior secured revolving credit facility (the "Revolving Credit Facility") with an aggregate available borrowing capacity of $500,000,000 and a maturity date of July 9, 2029 (five years from the closing date). Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to SOFR plus a margin of 275 basis points, subject to a SOFR floor of 0.50%. The Revolving Credit Facility was undrawn at the closing of the Merger and is available for general corporate purposes and working capital needs of the Surviving Corporation.
(d) Rollover Equity. Rollover equity of approximately $616,055,952 was contributed by Jonathan Hargrove and Pinnacle Growth Ventures LLC as described above under "— Rollover Equity."
The total funding requirement in connection with the Merger was approximately $7,188,944,048, comprising (i) Cash Merger Consideration payable to non-rolling stockholders of approximately $6,183,944,048, (ii) estimated transaction fees and expenses of approximately $185,000,000, and (iii) repayment of the Company's existing indebtedness of approximately $820,000,000 (as described below). The total sources of funding were the equity contribution from Fund VI ($2,832,888,096), the Term Loan B ($3,740,000,000), and Rollover Equity ($616,055,952), for aggregate sources of approximately $7,188,944,048. The Revolving Credit Facility was not drawn at closing.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which will be filed as an exhibit to the Company's subsequent filings with the SEC, as applicable.
Repayment of Existing Indebtedness
Concurrently with the closing of the Merger, the Company repaid in full approximately $820,000,000 of existing indebtedness outstanding under that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"), among the Company (as borrower), the lenders from time to time party thereto, and Atlas Commercial Lending Corp. ("Atlas"), as administrative agent. The indebtedness repaid consisted of (i) approximately $620,000,000 in outstanding principal under a term loan facility and (ii) approximately $200,000,000 in outstanding borrowings under a revolving credit facility under the Existing Credit Agreement. The repayment constituted a mandatory prepayment triggered by the change of control of the Company resulting from the consummation of the Merger. In connection with the repayment, all commitments under the Existing Credit Agreement were terminated, all liens securing the obligations thereunder were released, and all guarantees in respect thereof were discharged.
Indemnification Escrow.  In connection with the closing of the Merger, and pursuant to an Escrow Agreement, dated as of July 9, 2024 (the "Escrow Agreement"), among Fund VI, Cobalt Trust Company (the "Escrow Agent"), and Douglas Pemberton, in his capacity as the Stockholder Representative (as defined below), an amount equal to $544,000,000 (representing approximately 8% of the Deal Value) was deposited with the Escrow Agent at closing (the "Escrow Amount") to secure the indemnification obligations of the former stockholders of the Company under the Merger Agreement. The Escrow Amount was funded from the Cash Merger Consideration otherwise payable to the former stockholders (on a pro rata basis).
The Escrow Agreement provides for the following scheduled releases of the Escrow Amount:
(i) 50% of the Escrow Amount ($272,000,000) is scheduled for release on the date that is 12 months after the closing date of the Merger (July 9, 2025), less any amounts subject to then-pending indemnification claims; and
(ii) the remaining 50% of the Escrow Amount ($272,000,000) is scheduled for release on the date that is 18 months after the closing date of the Merger (January 9, 2026), less any amounts subject to then-pending indemnification claims.
The indemnification obligations of the former stockholders under the Merger Agreement are subject to a cap equal to 15% of the Deal Value ($1,020,000,000), subject to certain customary exceptions for claims arising from fraud, intentional misrepresentation, willful breach and certain fundamental representations and warranties. The representations and warranties of the Company set forth in the Merger Agreement survive for a period of 18 months following the closing date of the Merger, expiring on January 9, 2026, subject to longer survival periods applicable to certain fundamental representations and warranties and tax-related representations and warranties as set forth in the Merger Agreement.
Representation and Warranty Insurance
In connection with the Merger, Fund VI obtained a buyer-side representation and warranty insurance policy (Policy No. NFA-TRI-2024-00487) from Northfield Assurance Ltd. (the "R&W Policy"). The R&W Policy provides coverage of up to $680,000,000 (representing approximately 10% of the Deal Value) in excess of a retention amount equal to $544,000,000 (which is equal to the Escrow Amount). The R&W Policy covers losses arising from breaches of the Company's representations and warranties in the Merger Agreement, subject to customary terms, conditions and exclusions. The premium and related costs of the R&W Policy were borne by Fund VI. The availability of coverage under the R&W Policy does not limit or replace the indemnification obligations of the former stockholders under the Merger Agreement or the Escrow Agreement.
Material Relationships.  Solara Digital Infrastructure LP is a Delaware limited partnership and a global private equity firm focused on investments in digital infrastructure and enterprise software. As of the date hereof, Solara manages approximately $38 billion in assets under management across six flagship funds and related co-investment vehicles. Solara Digital Infrastructure Fund VI LP is a 2022-vintage fund with approximately $12.4 billion in committed capital from institutional investors, sovereign wealth funds and other qualified purchasers. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company.
Pinnacle Growth Ventures LLC is a growth equity firm headquartered in New York, New York. The managing member of Pinnacle is Evelyn Carmichael. Prior to the Merger, Pinnacle was a significant stockholder of the Company and held two seats on the Company's board of directors, which were occupied by Ms. Carmichael and another designee of Pinnacle. In connection with the Merger, Pinnacle entered into the Rollover Agreement described above and contributed approximately 60% of its shares of Cloudium Common Stock to the Surviving Corporation in exchange for equity interests therein.
Advisors.  The following advisors served in connection with the Merger:
•  Osprey Bancroft & Co. served as financial advisor to Solara in connection with the Merger.
•  Veridian Partners LLC served as financial advisor to the board of directors of the Company and delivered a fairness opinion to the board of directors, dated January 21, 2024, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications and limitations set forth therein, the Per Share Merger Consideration to be received by the holders of Cloudium Common Stock (other than holders of Excepted Shares) in the Merger was fair, from a financial point of view, to such holders. The fairness opinion of Veridian Partners LLC was described in the Proxy Statement and was attached as an annex thereto.
•  Calderwood & Harkness LLP served as legal counsel to Solara.
•  Ridgeway Phelps & Sato LLP served as legal counsel to the Company.
•  Blackthorn Proxy Advisors LLC served as proxy solicitor for the Company in connection with the Special Meeting.
•  Cascade Corporate Services Inc. serves as paying agent and exchange agent in connection with the Merger (the "Exchange Agent").
Exchange of Shares
Pursuant to the terms of the Merger Agreement, the Exchange Agent mailed Letters of Transmittal and related instructions on or about July 10, 2024 to former holders of record of Cloudium Common Stock whose shares were converted into the right to receive the Per Share Merger Consideration in the Merger. Former holders of shares of Cloudium Common Stock that were represented by certificates should complete and return the Letter of Transmittal, together with their stock certificates, to the Exchange Agent in order to receive the Per Share Merger Consideration of $36.92 per share in cash, without interest and subject to applicable withholding taxes. Former holders of shares of Cloudium Common Stock held in book-entry form will receive the Per Share Merger Consideration through the facilities of The Depository Trust Company or as otherwise described in the Letter of Transmittal.
The foregoing description of the exchange procedures does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the Letter of Transmittal.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, on July 10, 2024, the Company notified the Nasdaq Global Select Market ("Nasdaq") of the completion of the Merger and requested that trading in shares of Cloudium Common Stock (ticker symbol: CLDM) be suspended and that the shares of Cloudium Common Stock be removed from listing on Nasdaq. Trading in shares of Cloudium Common Stock on Nasdaq was suspended prior to the opening of trading on July 10, 2024.
On July 10, 2024, the Company filed a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 with the SEC with respect to the delisting of shares of Cloudium Common Stock from Nasdaq. The delisting of shares of Cloudium Common Stock from Nasdaq is expected to become effective ten days after the filing of the Form 25. Upon the effectiveness of the Form 25, the registration of shares of Cloudium Common Stock under Section 12(b) of the Exchange Act will be terminated.
The Company intends to file a Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Exchange Act on Form 15 with the SEC to terminate the registration of shares of Cloudium Common Stock under Section 12(g) of the Exchange Act and to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. The Company expects to file the Form 15 on or about July 30, 2024. Upon the filing of the Form 15, the Company's obligation to file periodic reports, including Annual Reports on Form 20-F or Form 10-K and Current Reports on Form 8-K, with the SEC will be immediately suspended, subject to the provisions of Rule 12h-3 under the Exchange Act.
Item 3.03 — Material Modification to Rights of Security Holders.
At the Effective Time, each share of Cloudium Common Stock issued and outstanding immediately prior to the Effective Time (other than Excepted Shares as described in Item 2.01 above) was automatically cancelled and converted into the right to receive the Per Share Merger Consideration of $36.92 per share in cash, without interest and subject to applicable withholding taxes. As a result of the Merger, the former holders of shares of Cloudium Common Stock are no longer entitled to exercise any rights as stockholders of the Company, including, without limitation, the right to vote, the right to receive dividends or other distributions, or any other rights with respect to such shares, other than the right to receive the Per Share Merger Consideration upon the surrender of their shares (or, to the extent applicable, the right to seek an appraisal of the fair value of their shares in accordance with Section 262 of the DGCL).
In connection with and effective as of the Effective Time, the Company adopted an Amended and Restated Certificate of Incorporation of the Surviving Corporation (the "Amended Certificate of Incorporation") and new Bylaws of the Surviving Corporation (the "New Bylaws"), each in the form contemplated by the Merger Agreement. The Amended Certificate of Incorporation and the New Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 — Changes in Control of Registrant.
As a result of the consummation of the Merger as described in Item 2.01 above, a change of control of the Company occurred at the Effective Time of 11:59 PM Eastern Time on July 9, 2024. Cloudium Technologies plc is now a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company.
The sources of funds used in the acquisition of the Company are described in detail under Item 2.01 above under the heading "— Financing." The total funding requirement in connection with the Merger was approximately $7,188,944,048, which consisted of the following:
(i) Cash Merger Consideration payable to non-rolling stockholders of approximately $6,183,944,048;
(ii) estimated transaction fees and expenses of approximately $185,000,000; and
(iii) repayment of the Company's existing indebtedness under the Existing Credit Agreement of approximately $820,000,000.
The total funding requirement was financed through (a) an equity contribution of approximately $2,832,888,096 from Fund VI, (b) proceeds of the Term Loan B of $3,740,000,000 under the Credit Agreement, and (c) Rollover Equity of approximately $616,055,952 contributed by Jonathan Hargrove and Pinnacle Growth Ventures LLC. The Revolving Credit Facility of $500,000,000 was not drawn at closing.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
In connection with and effective as of the Effective Time, each member of the pre-Merger board of directors of the Company resigned from the board of directors of the Surviving Corporation, including Douglas Pemberton (Independent Board Chair), in each case without any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The resignations were made in accordance with the terms of the Merger Agreement.
Effective as of the Effective Time, the following individuals, each of whom was designated by Fund VI pursuant to the terms of the Merger Agreement, were appointed to the board of directors of the Surviving Corporation by written consent:
The identities of the new directors designated by Fund VI will be set forth in the written consent effective July 9, 2024 and are described in the Amended Certificate of Incorporation and New Bylaws of the Surviving Corporation filed as Exhibits 3.1 and 3.2 hereto.
Jonathan Hargrove continues to serve as Chief Executive Officer of the Surviving Corporation, and Sienna Whitfield continues to serve as Chief Financial Officer of the Surviving Corporation. No changes to the executive officer positions of the Surviving Corporation were made in connection with the closing of the Merger.
In connection with the execution of the Merger Agreement on January 22, 2024, each of Jonathan Hargrove and Sienna Whitfield entered into non-competition and non-solicitation agreements with the Company and Fund VI, each dated January 22, 2024 (the "Restrictive Covenant Agreements"). Pursuant to the Restrictive Covenant Agreements, each of Mr. Hargrove and Ms. Whitfield agreed to customary non-competition and non-solicitation covenants for a period of two years following the closing of the Merger, as well as customary confidentiality obligations. The Restrictive Covenant Agreements were previously described in the Proxy Statement and are incorporated herein by reference.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 — Other Events.
Appraisal Rights.  Holders of shares of Cloudium Common Stock who did not vote in favor of the adoption of the Merger Agreement and the approval of the Merger at the Special Meeting and who properly demanded and perfected their appraisal rights in accordance with Section 262 of the DGCL are entitled to seek a judicial determination of the fair value of their shares in the Court of Chancery of the State of Delaware in lieu of receiving the Per Share Merger Consideration. A notice regarding the availability of appraisal rights (the "Appraisal Notice") was mailed to record holders of Cloudium Common Stock who may be entitled to appraisal rights on or about July 10, 2024. The foregoing description of appraisal rights does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise appraisal rights. The preservation and exercise of appraisal rights require strict adherence to the applicable provisions of the DGCL, and any stockholder who desires to exercise appraisal rights should carefully review Section 262 of the DGCL and consult such stockholder's legal advisor.
Stockholder Representative.  Pursuant to a Stockholder Representative Agreement, dated as of January 22, 2024, among Fund VI, the Company and Douglas Pemberton (the "Stockholder Representative Agreement"), Douglas Pemberton was appointed as the stockholder representative (the "Stockholder Representative") to act on behalf of the former stockholders of the Company in connection with (i) post-closing indemnification claims under the Merger Agreement, (ii) releases of the Escrow Amount under the Escrow Agreement, (iii) any purchase price adjustments under the Merger Agreement, and (iv) such other matters as are contemplated by the Stockholder Representative Agreement and the Merger Agreement. Mr. Pemberton previously served as the Independent Board Chair of the Company. The Stockholder Representative is entitled to be reimbursed for reasonable out-of-pocket costs and expenses incurred in connection with the performance of his duties from a representative expense fund established at closing from the Cash Merger Consideration.
Forward-Looking Statements.  This Current Report on Form 8-K may contain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding the expected timing of the filing of the Form 15 and the suspension of the Company's reporting obligations under the Exchange Act, the expected release of escrowed funds, and other statements that are not historical facts. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, risks relating to the integration of the Company's business following the Merger, the ability of the Surviving Corporation to achieve the anticipated benefits of the Merger, the impact of indebtedness incurred in connection with the Merger, general economic and market conditions, and other risks and uncertainties described in the Company's filings with the SEC, including the Proxy Statement and the Company's most recent Annual Report on Form 20-F or Form 10-K. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.
Item 9.01 — Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable. The Company is the acquired entity and the registrant.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.  
*Certain schedules and similar attachments to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Nadia Chowdhury
Title: General Counsel and Secretary
Date: July 9, 2024
DRAFTING NOTES — PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
Prepared by: Calderwood & Harkness LLP Matter No.: 1041-00003 Responsible Partner: Harrison Wexford Lead Associate: Tiffany Rosenthal
Coordination with Target Counsel: Ridgeway Phelps & Sato LLP (Catherine Answorth, partner; Alistair Fenn, counsel). This draft has been prepared by Calderwood & Harkness LLP and is to be circulated to Ridgeway Phelps & Sato LLP for review and comment prior to filing.
Open Items and Confirmations Required:
1.  Commission File Number. Confirm the Company's Commission File Number for inclusion in the header. This number was intentionally left bracketed pending confirmation.
2.  Registrant Telephone Number. Confirm the registrant's telephone number for inclusion in the header.
3.  Exhibit List. Confirm final exhibit list with Ridgeway Phelps & Sato LLP, including whether the Credit Agreement, Escrow Agreement, Rollover Agreements or Restrictive Covenant Agreements should be filed as exhibits to this Form 8-K or reserved for subsequent filings.
4.  Item 5.02 — Post-Closing Officer Appointments. Confirm whether any additional disclosure is needed under Item 5.02 for post-closing officer appointments or departures beyond the continuation of Jonathan Hargrove (CEO) and Sienna Whitfield (CFO) and the resignations of the pre-Merger board. Confirm identities of Fund VI-designated directors for inclusion.
5.  Letter of Transmittal Mailing Date. Confirm with Cascade Corporate Services Inc. the exact date of the Letter of Transmittal mailing (currently reflected as "on or about July 10, 2024").
6.  Form 25 and Form 15 Filing Dates. Confirm that Form 25 was filed on July 10, 2024, and confirm the intended filing date of Form 15 (currently reflected as on or about July 30, 2024).
7.  Appraisal Demands. Confirm whether the Company has received any demands for appraisal under DGCL § 262 and whether any additional disclosure is required regarding the number of shares for which appraisal was demanded.
8.  Press Release. Confirm that the press release (Exhibit 99.1) has been finalized and approved by both Solara and the Company for filing.
9.  XBRL Tagging. Coordinate with the Company's EDGAR filing agent regarding Inline XBRL tagging requirements for the cover page.
England and Wales | [__]-[____] | 83-2196754
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, nominal value £0.01 per share | CLDM | The Nasdaq Global Select Market*
Exhibit No. | Description
2.1 | Agreement and Plan of Merger, dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on January 23, 2024).*
3.1 | Amended and Restated Certificate of Incorporation of Cloudium Technologies plc (as the Surviving Corporation), effective July 9, 2024.
3.2 | Bylaws of Cloudium Technologies plc (as the Surviving Corporation), effective July 9, 2024.
99.1 | Press Release, dated July 9, 2024, announcing the completion of the Merger.
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

SIGNATURES

CLOUDIUM TECHNOLOGIES PLC

Record

Parties

Dates

Amounts