1042-00002 · Client 1042 · Regulatory

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CONFIDENTIAL ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

1700 Congress Avenue, Suite 2400 Austin, Texas 78701

Telephone: (512) 555-8800 Facsimile: (512) 555-8801

MEMORANDUM

To: George Trujillo, Responsible Partner Garrett Simmons, Working Associate

From: Christy Bauer, Lead Associate

Date: April 11, 2022

Re: Brightfield Cloud Services Inc. — Form D Filing Under Rule 506(b) of Regulation D; Blue-Sky Notice Filing Checklist

Matter No.: 1042-00002

Section 1: Purpose and Summary

This memorandum provides detailed instructions for the preparation and filing of SEC Form D in connection with the SAFE financing round being conducted by Brightfield Cloud Services Inc. ("BCS" or the "Company"), a Delaware corporation with its principal place of business at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. The memorandum also sets forth the blue-sky notice filing requirements applicable in each state in which investors reside and provides a comprehensive checklist of action items and deadlines necessary to ensure timely compliance with all federal and state filing obligations. A draft of the Form D filing is attached hereto as Part Two.

BCS is issuing Post-Money Simple Agreements for Future Equity (SAFEs) to five accredited angel investors in an aggregate amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000). The SAFEs contain a post-money valuation cap of Twelve Million Dollars ($12,000,000) and do not include a discount rate. The SAFEs are based on the standard Calderon Partners LLC post-money SAFE template, with certain modifications as reflected in the final form of SAFE agreement approved by this office and circulated to the parties. Each SAFE provides for automatic conversion into shares of the Company's preferred stock upon a qualifying equity financing, and for cash-out or conversion rights upon a liquidity event or dissolution, all in accordance with the terms set forth in the executed SAFE instruments.

The offering is being conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder ("Regulation D"). Rule 506(b) permits the issuer to raise an unlimited amount of capital from an unlimited number of accredited investors and up to 35 sophisticated non-accredited investors, provided that no general solicitation or general advertising is used in connection with the offering and that, where non-accredited investors participate, certain disclosure requirements are satisfied. In this case, no non-accredited investors are participating.

No general solicitation or general advertising has been used in connection with this offering. Each of the five investors was introduced to the Company through pre-existing, substantive relationships between the investors and the Company's co-founders, Devin Mallory (CEO), Priya Raghavan (CTO), and Tomás Guerrero-Vidal (COO). The Company has not published advertisements, conducted seminars, distributed mass communications, or otherwise engaged in any activity that would constitute general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D.

All five investors have been verified as "accredited investors" as defined in Rule 501(a) of Regulation D. The Company collected and this office has reviewed completed accredited investor questionnaires from each investor (or, in the case of entity investors, from the underlying natural person who owns and controls such entity). Two of the five investors — Lorraine Chastain and Samuel Kittridge — are investing in their individual capacities and qualify as accredited investors based on the income or net worth tests set forth in Rule 501(a)(5) and (6). The remaining three investors — Marshall Huang, Dr. Nneka Adeyemi-Foster, and Renata Dobrynin — are investing through single-member limited liability companies (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC, respectively). Each of these entities qualifies as an accredited investor under Rule 501(a)(8) as an entity in which all of the equity owners are accredited investors (each being wholly owned by a single natural person who independently qualifies as an accredited investor). Copies of the accredited investor questionnaires are on file in the closing binder.

The closing is expected to occur on April 15, 2022, which constitutes the "date of first sale" for purposes of the Form D filing requirement under Rule 503(a) of Regulation D. All five SAFEs are expected to be executed and funded on that date in a single closing.

The target filing date for the initial Form D with the SEC is April 29, 2022, which is within the 15-calendar-day period following the date of first sale, as required by Rule 503(a). The same target date applies to blue-sky notice filings in Texas, California, and New York, the three states in which the investors reside.

Section 2: Filing Logistics

2.1 SEC EDGAR Filing

Form D must be filed electronically via the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. Paper filings are not accepted. The Form D is filed through the EDGAR online forms management website and requires the issuer to have valid EDGAR access codes on file with the SEC.

BCS will need the following EDGAR access codes to complete the filing: (i) a Central Index Key ("CIK") number, which is a unique identifier assigned by the SEC to each registrant or filer; (ii) a CIK Confirmation Code ("CCC"), which is used as a password for EDGAR filings; and (iii) an EDGAR password used for account management purposes. If BCS has not previously filed with the SEC — which we believe to be the case, as the Company was incorporated in September 2021 and has not conducted any prior offerings requiring a Form D filing — the Company will need to complete an EDGAR company registration by filing a Form ID.

Christy Bauer will coordinate with Devin Mallory, CEO of BCS, to complete the EDGAR company registration as promptly as practicable. The Form ID requires a notarized authentication document, which must be uploaded in connection with the online registration. Mr. Mallory should be prepared to execute the requisite notarized documentation and provide it to this office for processing. Alternatively, if timing constraints arise, the firm may utilize Calderwood & Harkness LLP's EDGAR filing agent credentials to file the Form D on the Company's behalf with appropriate written authorization from BCS. In either case, a copy of the authorization letter or resolution from the Company's board of directors authorizing the filing should be obtained and maintained in the closing binder.

The anticipated SEC File Number for this offering is 021-394782. This number will be confirmed upon acceptance of the filing by EDGAR.

There is no filing fee associated with the Form D. The SEC does not charge a fee for the filing of notices of exempt offerings on Form D, in contrast to registration statements filed under Section 5 of the Securities Act, which are subject to registration fees computed under Section 6(b) of the Securities Act.

The EDGAR filing must be made by an authorized person of the issuer — typically an executive officer or director — or by counsel filing on behalf of the issuer with appropriate authorization. The signatory on the Form D filing will be Devin Mallory in his capacity as Chief Executive Officer of BCS.

2.2 Timing

The filing deadline is determined by reference to the "date of first sale" in the offering. Under Rule 503(a) of Regulation D, an issuer offering or selling securities in reliance on Rule 504 or Rule 506 must file a notice of sales on Form D with the SEC no later than 15 calendar days after the date of first sale of securities in the offering.

The date of first sale for purposes of this offering is April 15, 2022, which is the anticipated closing date on which all five SAFEs will be executed and purchase amounts will be wired to the Company. Accordingly, the deadline for the initial Form D filing is 15 calendar days after April 15, 2022, which would be April 30, 2022. Because April 30, 2022 falls on a Saturday, the practical target filing date is Friday, April 29, 2022. Although there is some authority suggesting that the SEC's own rules on business days may extend the deadline to the next business day (Monday, May 2, 2022), it is our standard practice — and we recommend — filing no later than April 29, 2022 to eliminate any ambiguity and to ensure compliance.

Responsibility for preparation and filing of the Form D rests with Christy Bauer. George Trujillo will review and approve the final Form D before submission. Garrett Simmons will assist with the EDGAR registration process and state blue-sky filings as needed.

2.3 Amendments

Under Rule 503(a)(3) of Regulation D, if there is a material change in the information provided in a previously filed Form D, the issuer must file an amendment to the Form D. In addition, an annual amendment is required within 30 days of the anniversary of the most recent previously filed Form D so long as the offering remains ongoing. However, in this case, the offering is for a fixed amount ($1,850,000), is fully subscribed and expected to close in a single closing on April 15, 2022, and the Company does not intend the offering to continue beyond that date. Accordingly, an annual amendment should not be necessary unless circumstances change.

Nevertheless, we note the following for future reference: if BCS elects to issue additional SAFEs to new investors prior to conducting a priced equity financing round (e.g., a Series Seed or Series A round), such additional SAFE issuances may be viewed either as a continuation of the current offering or as a separate offering, depending on the facts and circumstances, including integration analysis under Rule 152. If the additional SAFEs are integrated with the current offering, an amended Form D will be required to report the additional sales, the new investors, and any changes in aggregate offering amounts. If the additional SAFEs constitute a new offering, a new Form D filing will be necessary. We will advise the Company at the appropriate time if either situation arises.

Section 3: Key Information for Form D Completion

The following sets forth the specific data points required for each item of Form D. This information has been compiled from the Company's organizational documents, the executed SAFE agreements, the accredited investor questionnaires, and prior communications with the Company's management team. Where information remains to be confirmed, this is noted below.

3.1 Issuer Information (Items 1–3)

The following information identifies the issuer for purposes of the Form D filing:

• Issuer's Legal Name: Brightfield Cloud Services Inc.

• CIK Number: To be assigned upon completion of EDGAR registration. If BCS has previously registered with EDGAR in connection with any filing, the existing CIK number should be used. Christy Bauer to confirm with the SEC and with Mr. Mallory whether any prior EDGAR registration exists.

• Jurisdiction of Incorporation/Organization: Delaware. The Company was incorporated in the State of Delaware as a corporation under the Delaware General Corporation Law.

• Date of Incorporation: September 14, 2021. The Certificate of Incorporation was filed with the Delaware Secretary of State on that date and is on file in the firm's records.

• Year of Incorporation/Organization: 2021. For purposes of the Form D checkbox, this falls within the "Within Last Five Years" category, which should be selected.

• IRS Employer Identification Number (EIN): 87-3294156. This EIN was obtained by the Company from the Internal Revenue Service and is reflected in the Company's IRS determination letter, a copy of which is on file.

• State File Number (Delaware): 6198274. This is the entity file number assigned by the Delaware Division of Corporations.

• Principal Place of Business Address: 4710 East Riverside Drive, Suite 210, Austin, TX 78741. This is the Company's primary office location and the address at which its principal business operations are conducted.

• Issuer's Telephone Number: To be confirmed with client. Christy Bauer to request the Company's primary business telephone number from Devin Mallory for inclusion in the filing. This is a required field on the Form D.

• Entity Type: Corporation. The Company is organized as a corporation, not a limited partnership, limited liability company, general partnership, business trust, or other entity form.

• Industry Group: Technology. The Form D requires the issuer to select an industry group from a prescribed list. The Company operates in the technology sector, specifically in the area of software and cloud computing. BCS develops and markets BrightWatch, a cloud-based infrastructure monitoring platform with integrated IoT sensor hardware. The appropriate industry sub-group is "Technology — Software / SaaS." The applicable Standard Industrial Classification (SIC) code is 7372 (Prepackaged Software) or, alternatively, NAICS code 511210 (Software Publishers). The Form D dropdown should be checked for "Technology" with a sub-classification consistent with the Company's operations.

3.2 Related Persons (Item 3)

Form D Item 3 requires the issuer to list each "related person" of the issuer, including every executive officer, director, and promoter. A "promoter" is defined in Rule 405 under the Securities Act and generally includes any person who, acting alone or in conjunction with others, directly or indirectly takes initiative in founding and organizing the business of the issuer. Because the three co-founders of BCS — Devin Mallory, Priya Raghavan, and Tomás Guerrero-Vidal — each took initiative in founding and organizing the Company and each serves as both an executive officer and a director, all three qualify as "related persons" and must be listed in the Form D.

The related persons are as follows:

• Devin Mallory — Chief Executive Officer and Director. Mr. Mallory serves as the Company's CEO and is a member of its Board of Directors. He is a co-founder and a promoter of the Company within the meaning of Rule 405. His address for purposes of the Form D filing is c/o Brightfield Cloud Services Inc., 4710 East Riverside Drive, Suite 210, Austin, TX 78741.

• Priya Raghavan — Chief Technology Officer and Director. Ms. Raghavan serves as the Company's CTO and is a member of its Board of Directors. She is a co-founder and a promoter of the Company. Her address for purposes of the Form D filing is c/o Brightfield Cloud Services Inc., 4710 East Riverside Drive, Suite 210, Austin, TX 78741.

• Tomás Guerrero-Vidal — Chief Operating Officer, Secretary, and Director. Mr. Guerrero-Vidal serves as the Company's COO and Secretary and is a member of its Board of Directors. He is a co-founder and a promoter of the Company. His address for purposes of the Form D filing is c/o Brightfield Cloud Services Inc., 4710 East Riverside Drive, Suite 210, Austin, TX 78741.

As an additional note for reference, all three co-founders hold shares of restricted common stock of the Company, which shares are subject to vesting over a four-year period with a one-year cliff, pursuant to the terms of their respective Restricted Stock Purchase Agreements, copies of which are in the firm's files. The restricted stock holdings of the co-founders are not reported on Form D but are relevant context for the overall capitalization of the Company.

The Company does not have any other executive officers, directors, or promoters at this time. No outside directors have been appointed. No other persons have acted as promoters.

3.3 Offering Information (Items 4–8)

The following information describes the offering and the securities being offered:

• Federal Exemption(s) and Exclusion(s) Claimed: The Company is claiming an exemption from the registration requirements of Section 5 of the Securities Act under Rule 506(b) of Regulation D. The offering is also being conducted in reliance on the statutory exemption provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering. On the Form D, the box for "Rule 506(b)" should be checked. The box for "Section 4(a)(2)" may also be noted, as Rule 506(b) is a safe harbor under Section 4(a)(2).

• Type of Securities Offered: The Form D provides a list of standard security types (equity, debt, options, etc.) and includes an "Other" category. Because Simple Agreements for Future Equity (SAFEs) are not traditional equity or debt instruments — they are convertible financial instruments that do not constitute equity at the time of issuance and do not accrue interest or have a maturity date like traditional convertible notes — the "Other" category should be selected, with the following description: "Simple Agreements for Future Equity (SAFEs) — Post-Money, Valuation Cap ($12,000,000), No discount." The SAFEs are convertible instruments that automatically convert into shares of the Company's preferred stock upon a qualifying equity financing event at a price per share derived from the valuation cap, or that provide for cash payout or conversion rights upon a liquidity event or dissolution of the Company.

• Business Combination Transaction: No. This offering is not being made in connection with a business combination transaction, such as a merger, acquisition, exchange offer, or similar transaction.

• Minimum Investment Accepted from Outside Investor: $300,000. The smallest individual SAFE commitment in this offering is $300,000, which is the purchase amount committed by each of Samuel Kittridge (investing individually) and Renata Dobrynin (investing through Volkov Bridge Holdings LLC). There is no formal minimum investment threshold set forth in the SAFE agreements themselves; however, the minimum amount actually accepted from any outside investor is $300,000, and this figure should be reported on the Form D.

• Total Offering Amount: $1,850,000. This represents the aggregate purchase amount of all five SAFEs being issued in the offering.

• Total Amount Sold: $1,850,000. Because the Form D will be filed after the closing of the offering on April 15, 2022, the total amount sold will equal the total offering amount. All five SAFEs will have been executed and funded by the filing date.

• Total Remaining to be Sold: $0. The offering round is fully subscribed and closed. No additional SAFEs are being offered in this round.

• Clarification on "Indefinite" vs. "Definite" Offering Amount: The offering amount is definite, not indefinite. The Company raised a fixed, predetermined amount of $1,850,000, and the offering is complete. The "Definite" radio button should be selected on the Form D.

• Sales Commissions and Finders' Fees: $0. No placement agent, broker-dealer, finder, or other sales intermediary was engaged in connection with this offering. The Company did not pay, and has no obligation to pay, any sales commissions, finders' fees, referral fees, or similar compensation to any person in connection with the solicitation or sale of the SAFEs. All investor introductions were made directly by the Company's co-founders through pre-existing personal and professional relationships.

• Use of Proceeds: The proceeds of the offering will be used for working capital, product development (including continued development of the BrightWatch platform and associated IoT sensor hardware), hiring of engineering and sales personnel, and general corporate purposes. No specific allocation of proceeds has been committed or disclosed to investors beyond these general categories.

3.4 Number and Type of Investors (Items 12–14)

The following information identifies the number and classification of investors who have participated in the offering:

• Total Number of Investors Who Have Already Invested: 5. As of the anticipated closing date of April 15, 2022, five investors will have executed SAFEs and funded their respective purchase amounts.

• Number of Accredited Investors: 5. All five investors qualify as "accredited investors" as defined in Rule 501(a) of Regulation D. The basis for each investor's accredited status is set forth below and in Appendix B.

The classification of investors for Form D purposes requires some analysis, as three of the five investment commitments are being made through single-member limited liability companies rather than by natural persons directly:

(a) Lorraine Chastain — Ms. Chastain is investing in her individual capacity in the amount of $500,000. She qualifies as an accredited investor as a natural person under Rule 501(a)(5) (individual income exceeding $200,000 in each of the two most recent years, or joint income with spouse exceeding $300,000, with a reasonable expectation of reaching the same income level in the current year) or Rule 501(a)(6) (individual net worth, or joint net worth with spouse, exceeding $1,000,000, excluding the value of the individual's primary residence). Her accredited investor questionnaire, on file with this office, confirms her qualification. Ms. Chastain resides in Austin, Texas.

(b) Samuel Kittridge — Mr. Kittridge is investing in his individual capacity in the amount of $300,000. He qualifies as an accredited investor as a natural person under Rule 501(a)(5) or (6), as confirmed by his completed accredited investor questionnaire. Mr. Kittridge resides in San Francisco, California (zip code 94110).

(c) marshall Huang / Jade Peak Ventures LLC — Mr. Huang is investing through Jade Peak Ventures LLC, a Texas single-member limited liability company wholly owned by Mr. Huang, in the amount of $400,000. For Form D reporting purposes, Jade Peak Ventures LLC is the purchaser of the SAFE. Jade Peak Ventures LLC qualifies as an accredited investor under Rule 501(a)(8) as an entity in which all of the equity owners are accredited investors (Mr. Huang being the sole equity owner and independently qualifying as an accredited investor). Mr. Huang resides in Houston, Texas, and Jade Peak Ventures LLC is organized under Texas law.

(d) Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC — Dr. Adeyemi-Foster is investing through Ariel Crest Capital LLC, a Delaware single-member limited liability company wholly owned by Dr. Adeyemi-Foster, in the amount of $350,000. Ariel Crest Capital LLC is the purchaser of the SAFE and qualifies as an accredited investor under Rule 501(a)(8). Dr. Adeyemi-Foster independently qualifies as an accredited investor as a natural person under Rule 501(a)(5) or (6). Dr. Adeyemi-Foster maintains her principal office in Dallas, Texas, and Ariel Crest Capital LLC is organized under Delaware law but has its principal place of business in Texas.

(e) Renata Dobrynin / Volkov Bridge Holdings LLC — Ms. Dobrynin is investing through Volkov Bridge Holdings LLC, a New York single-member limited liability company wholly owned by Ms. Dobrynin, in the amount of $300,000. Volkov Bridge Holdings LLC is the purchaser of the SAFE and qualifies as an accredited investor under Rule 501(a)(8). Ms. Dobrynin independently qualifies as an accredited investor as a natural person under Rule 501(a)(5) or (6). Ms. Dobrynin resides in New York, New York (zip code 10021), and Volkov Bridge Holdings LLC is organized under New York law.

For Form D Item 14, the total number of investors is 5. Of these, 2 are natural persons (Chastain and Kittridge) and 3 are entities (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC). All 5 are accredited investors.

• Number of Non-Accredited Investors: 0. No non-accredited investors have participated in the offering, and no sales of SAFEs have been made or will be made to non-accredited investors.

A note on classification: The Form D asks the filer to report the number of investors who are "natural persons" and the number who are "not natural persons." In this offering, we will report 2 natural persons and 3 entities that are not natural persons, for a total of 5 investors. We should confirm in the EDGAR filing interface that this classification is correctly reflected.

3.5 Sales Compensation (Item 15)

No broker-dealer, placement agent, finder, or other sales intermediary was engaged in connection with this offering. No sales commissions, finders' fees, referral fees, success fees, or any other form of sales compensation have been paid or are owed by the Company to any person in connection with the solicitation, introduction, or sale of the SAFEs. The Company relied exclusively on the pre-existing relationships of its co-founders with the investors.

Item 15 of the Form D requires disclosure of the name of any recipient of sales compensation, the recipient's CRD number (if applicable), the name and CRD number of any associated broker-dealer, and the states of solicitation. Because no compensation was paid, these fields should be completed as "None" or "N/A" as appropriate.

3.6 States of Solicitation and Sale (Item 16)

The offering has been made in the following three states, based on the states of residence or principal place of business of the investors:

• Texas: Three of the five investors are Texas residents or have their principal place of business in Texas: (i) Lorraine Chastain, who resides in Austin, Texas; (ii) marshall Huang / Jade Peak Ventures LLC, based in Houston, Texas; and (iii) Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC, with a principal office in Dallas, Texas. In addition, the Company's principal place of business is located in Austin, Texas.

• California: One investor is a California resident: Samuel Kittridge, who resides in San Francisco, California (zip code 94110).

• New York: One investor is a New York resident: Renata Dobrynin / Volkov Bridge Holdings LLC, based in New York, New York (zip code 10021).

No solicitation or sales of SAFEs were made in any other state or jurisdiction. The Form D should list Texas, California, and New York as the states in which the offering was made.

Section 4: Blue-Sky / State Notice Filing Checklist

Under Rule 506(b), the offering qualifies as a "covered security" under Section 18 of the Securities Act, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"). Section 18(b)(4)(F) provides that securities offered or sold in transactions exempt from registration under Rule 506 of Regulation D are "covered securities," and Section 18(a) preempts state registration and qualification requirements with respect to covered securities. States may not impose substantive merit review or registration requirements on offerings conducted under Rule 506.

However, Section 18(c)(2) of the Securities Act expressly preserves the authority of states to require notice filings and collect fees in connection with offerings of covered securities under Rule 506. Accordingly, while the states in which the offering has been made may not require registration of the SAFEs, they may — and in the case of Texas, California, and New York, they do — require the issuer to make a notice filing and pay a filing fee. Failure to comply with state notice filing requirements can result in administrative penalties, the issuer being barred from claiming the exemption from state registration, or enforcement action by state securities regulators.

The following summarizes the blue-sky notice filing requirements for each of the three states in which the offering has been made.

4.1 Texas

• Filing Requirement: Notice filing required pursuant to Section 139.16 of the Texas Securities Act and the rules of the Texas State Securities Board (TSSB). Texas requires issuers selling securities in reliance on Rule 506 to file a notice with the TSSB.

• Filing Deadline: The notice filing must be made within 15 days after the date of first sale of securities in Texas. Because the first sale in Texas will occur on April 15, 2022, the deadline is April 30, 2022. As noted above, because April 30, 2022 falls on a Saturday, the practical target filing date is April 29, 2022 (Friday).

• Required Materials: The Texas notice filing requires submission of the following: (i) a copy of the Form D as filed with the SEC; (ii) the applicable filing fee; and (iii) Texas Form 133.12, the state-specific notice filing form required by the TSSB, if applicable. Christy Bauer should confirm with the TSSB whether the current filing process requires submission of Form 133.12 or whether the TSSB now accepts the SEC Form D alone as the notice filing document.

• Filing Fee: Approximately $300. The exact fee should be confirmed against the current TSSB fee schedule, as fees are subject to change. The fee is payable by check to the order of the Texas State Securities Board or by other accepted payment method.

• Notes: Three of the five investors are Texas-based: Lorraine Chastain (Austin), marshall Huang / Jade Peak Ventures LLC (Houston), and Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC (Dallas). In addition, BCS's principal place of business is located in Austin, Texas. The Texas filing is therefore of particular importance.

4.2 California

• Filing Requirement: Notice filing required pursuant to Section 25102.1 of the California Corporations Code. Issuers selling securities in reliance on Rule 506 in California must file a notice with the California Department of Financial Protection and Innovation ("DFPI"), formerly known as the Department of Business Oversight.

• Filing Deadline: The notice filing must be made within 15 days after the date of first sale of securities in California. The deadline is April 30, 2022; target filing date is April 29, 2022.

• Required Materials: The California notice filing requires submission of: (i) a copy of the Form D as filed with the SEC; (ii) the California Form D notice filing form (California's state-specific supplemental form); and (iii) the applicable filing fee. Certain California filings may also require a consent to service of process if one has not previously been filed with the DFPI.

• Filing Fee: Approximately $300, or such other fee as may be applicable based on a tiered fee schedule keyed to the aggregate offering amount. The current DFPI fee schedule should be confirmed prior to filing. Fees are payable to the DFPI by check or other accepted method.

• Notes: One investor is a California resident — Samuel Kittridge (San Francisco, CA 94110). Although only one investor is located in California, the notice filing is mandatory and must be completed within the prescribed deadline.

4.3 New York

• Filing Requirement: Notice filing required pursuant to Section 359-ff(4) of the New York General Business Law (the Martin Act). The notice filing is made with the New York Attorney General's Office, specifically the Investor Protection Bureau, which administers securities filings in New York.

• Filing Deadline: The notice filing must be made within 15 days after the date of first sale of securities in New York. The deadline is April 30, 2022; target filing date is April 29, 2022.

• Required Materials: The New York notice filing requires submission of: (i) a copy of the Form D as filed with the SEC; (ii) New York Form 99 (or the current equivalent state-specific supplemental form required by the New York Attorney General's Office); (iii) a consent to service of process (Form U-2), designating the New York Secretary of State as the issuer's agent for service of process in New York; and (iv) the applicable filing fee. New York's filing requirements are somewhat more involved than those of other states due to the Form U-2 requirement and the additional information requested on Form 99.

• Filing Fee: The filing fee varies and should be confirmed against the current fee schedule published by the New York Attorney General's Office. The fee is typically approximately $300 or may be calculated based on the aggregate offering amount. Christy Bauer should check the current schedule and confirm the exact amount.

• Notes: One investor is a New York resident — Renata Dobrynin / Volkov Bridge Holdings LLC (New York, NY 10021). The Form U-2 consent to service of process should be signed by an authorized officer of BCS (Devin Mallory) and notarized.

4.4 Other States

No other state notice filings are required at this time. The five investors in this offering reside exclusively in Texas, California, and New York. No solicitation or sales were made in any other state or territory. No general solicitation was used, and accordingly there is no basis for any state to assert jurisdiction over the offering other than the three states identified above.

If BCS subsequently issues SAFEs or other securities to investors in additional states — whether as part of a continuation of this offering or in a new offering — supplemental blue-sky notice filings will be required in each such additional state. We will advise the Company as necessary if this situation arises.

Section 5: Engagement Scope Note

Per the Calderwood & Harkness LLP engagement letter dated February 28, 2022, executed by George Trujillo on behalf of the firm and by Devin Mallory on behalf of the Company, the scope of this engagement includes the following with respect to SEC and state securities filings: (i) preparation and filing of the initial SEC Form D in connection with the SAFE financing round; and (ii) preparation and filing of blue-sky notice filings in the states of Texas, California, and New York.

Filings in any other jurisdictions — including any states in which additional investors may reside if the Company subsequently issues additional SAFEs — or filings in connection with subsequent equity financings (e.g., a priced Series Seed or Series A round) are outside the current scope of this engagement. Any such additional filings would require a separate engagement letter or an amendment to the existing engagement letter, and would be billed at the firm's standard hourly rates or at a separately negotiated flat fee, as appropriate.

All filing fees, including SEC filing fees (none applicable in this case) and state blue-sky filing fees (estimated at approximately $900 in the aggregate for Texas, California, and New York), are the Company's responsibility and will be billed as disbursements in addition to the flat fee of $35,000 for the overall SAFE financing engagement. Filing fees will be advanced by the firm and invoiced to the Company as part of the next monthly billing cycle, unless the Company elects to remit such fees directly to the applicable filing authorities.

Section 6: Action Items and Responsibilities

The following table summarizes the key action items, responsible parties, and target dates for the Form D filing and blue-sky notice filings. All members of the deal team should review this schedule and flag any potential conflicts or delays immediately.

Please direct any questions regarding this memorandum or the Form D filing process to Christy Bauer at extension 4217 or cbauer@calderwoodharkness.com.

Attachments: Part Two — Draft Form D; Appendix A — Blue-Sky Filing Summary Table; Appendix B — Investor Detail for Cross-Reference; Appendix C — Key Corporate Reference Data

PART TWO

DRAFT FORM D

(NOTICE OF EXEMPT OFFERING OF SECURITIES)

DRAFT — FOR INTERNAL REVIEW ONLY — SUBJECT TO REVISION PRIOR TO FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM D

Notice of Exempt Offering of Securities

OMB Number: 3235-0076 Estimated average burden hours per response: 4.00

Filing Type: New Filing Amendment

If Amendment, date of original filing: N/A

Item 1. Issuer's Identity

Item 2. Principal Place of Business and Contact Information

Item 3. Related Persons

Related Person 1:

Related Person 2:

Related Person 3:

Item 4. Industry Group

Item 5. Issuer Size

Item 6. Federal Exemption(s) and Exclusion(s) Claimed

Additional Statutory Basis: Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7. Type of Filing

Item 8. Duration of Offering

Item 9. Type(s) of Securities Offered

Item 10. Business Combination Transaction

Item 11. Minimum Investment

Item 12. Sales Compensation

Recipient of Sales Compensation:

No broker-dealer, placement agent, finder, or other intermediary was engaged in connection with this offering. No sales commissions, finders' fees, or other forms of sales compensation have been or will be paid.

States of Solicitation:

Item 13. Offering and Sales Amounts

Item 14. Investors

Clarification of Response: The five accredited investors consist of two natural persons (Lorraine Chastain and Samuel Kittridge) and three entities (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC). Each entity is a single-member limited liability company whose sole equity owner is a natural person who independently qualifies as an accredited investor under Rule 501(a) of Regulation D. Each entity qualifies as an accredited investor under Rule 501(a)(8). No non-accredited investors have participated in the offering.

Item 15. Sales Commissions & Finder's Fees Expenses

Item 16. Use of Proceeds

Provide a brief description of the use of proceeds of the offering:

The net proceeds of the offering will be used for the following purposes: (i) working capital; (ii) product development, including continued engineering and development of the BrightWatch cloud infrastructure monitoring platform and associated IoT sensor hardware; (iii) hiring of additional engineering, product, and sales personnel; (iv) cloud infrastructure costs; (v) hardware manufacturing and inventory procurement; (vi) sales and marketing initiatives; and (vii) general and administrative expenses and other general corporate purposes.

Signature block

The issuer certifies that the information contained in this Form D is true and correct.

ISSUER: BRIGHTFIELD CLOUD SERVICES INC.

By: ________

Name: Devin Mallory

Title: Chief Executive Officer

Date: ________

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations. (See 18 U.S.C. 1001 and 15 U.S.C. 77x.)

APPENDIX A

Blue-Sky Filing Summary Table

The following table summarizes the state notice filing requirements applicable to the SAFE offering by Brightfield Cloud Services Inc. in connection with the Rule 506(b) offering.

Total Estimated State Filing Fees: approximately $900.

Notes:

1. All filing fees are estimates and should be confirmed against current fee schedules published by the respective state authorities prior to submission.

2. All filings should be made on or before April 29, 2022, which is within the 15-calendar-day filing window following the date of first sale (April 15, 2022).

3. The New York filing requires execution and notarization of a Form U-2 Consent to Service of Process by an authorized officer of BCS. Christy Bauer should coordinate with Devin Mallory to ensure timely execution.

4. No other state filings are required at this time based on the current investor roster.

APPENDIX B

Investor Detail for Cross-Reference

The following table provides detailed information regarding each investor in the SAFE offering by Brightfield Cloud Services Inc. This information has been compiled from the executed SAFE agreements and accredited investor questionnaires on file with Calderwood & Harkness LLP.

Notes:

1. All accredited investor questionnaires have been reviewed by this office and are on file in the closing binder (Matter No. 1042-00002).

2. For each entity investor (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC), the sole member/equity owner has completed an individual accredited investor questionnaire confirming qualification as an accredited investor under Rule 501(a) of Regulation D.

3. Each entity investor is a single-member limited liability company. In each case, the accredited investor status of the entity derives from the accredited status of its sole member under Rule 501(a)(8) (entity in which all equity owners are accredited investors).

4. No investor has been classified as a non-accredited investor. No investor has been classified as a "sophisticated" non-accredited investor under Rule 506(b)(2)(ii).

APPENDIX C

Key Corporate Reference Data

The following reference data for Brightfield Cloud Services Inc. is compiled for use in connection with the Form D filing, blue-sky notice filings, and general closing records.

END OF MEMORANDUM AND ATTACHMENTS

This memorandum and the attached draft Form D and appendices are confidential attorney work product prepared in connection with the representation of Brightfield Cloud Services Inc. by Calderwood & Harkness LLP. This document is protected by the attorney-client privilege and the work product doctrine. Distribution of this memorandum outside the Calderwood & Harkness deal team is not authorized without the prior written consent of George Trujillo, Responsible Partner.

Calderwood & Harkness LLP — Matter No. 1042-00002

Action Item	Responsible Party	Target Date
Confirm EDGAR registration status for BCS; if not registered, initiate Form ID filing and obtain CIK number, CCC, and EDGAR password for the Company	Christy Bauer / Devin Mallory (CEO)	April 18, 2022
Obtain notarized authentication document from Devin Mallory for Form ID submission (if new EDGAR registration is required)	Christy Bauer / Devin Mallory	April 18, 2022
Confirm Company telephone number for Form D Item 2	Christy Bauer / Devin Mallory	April 18, 2022
Finalize and circulate draft Form D (attached hereto as Part Two) for George Trujillo's review	Christy Bauer	April 20, 2022
George Trujillo reviews and approves final Form D for filing	George Trujillo	April 22, 2022
File Form D with SEC via EDGAR	Christy Bauer	April 29, 2022
Prepare and file Texas notice filing with the Texas State Securities Board, including Form D copy, applicable state form, and filing fee	Christy Bauer	April 29, 2022
Prepare and file California notice filing with the California DFPI, including Form D copy, state notice form, and filing fee	Christy Bauer	April 29, 2022
Prepare and file New York notice filing with the New York Attorney General's Office (Investor Protection Bureau), including Form D copy, Form 99, Form U-2 (consent to service of process), and filing fee	Christy Bauer	April 29, 2022
Confirm receipt of all filings with SEC and each state authority; obtain file-stamped or acknowledged copies	Christy Bauer	May 6, 2022
Retain copies of all filed documents, receipts, and confirmations in the closing binder (Matter No. 1042-00002)	Christy Bauer / Garrett Simmons	May 6, 2022
Field	Response
Name of Issuer	Brightfield Cloud Services Inc.
Jurisdiction of Incorporation/Organization	Delaware
Year of Incorporation/Organization	Within Last Five Years (specify year): 2021
CIK Number	[To be assigned upon EDGAR registration]
IRS Employer Identification Number (EIN)	87-3294156
Field	Response
Street Address 1	4710 East Riverside Drive, Suite 210
Street Address 2	—
City	Austin
State/Province/Country	Texas
Zip/Postal Code	78741
Phone Number	[To be confirmed with BCS — Christy Bauer to obtain]

Field	Response
Last Name	Mallory
First Name	Devin
Middle Name	—
Street Address 1	4710 East Riverside Drive, Suite 210
City	Austin
State	Texas
Zip Code	78741
Relationship(s)	Executive Officer Director Promoter
Clarification of Response (if necessary)	Chief Executive Officer; co-founder
Field	Response
Last Name	Raghavan
First Name	Priya
Middle Name	—
Street Address 1	4710 East Riverside Drive, Suite 210
City	Austin
State	Texas
Zip Code	78741
Relationship(s)	Executive Officer Director Promoter
Clarification of Response (if necessary)	Chief Technology Officer; co-founder
Field	Response
Last Name	Guerrero-Vidal
First Name	Tomás
Middle Name	—
Street Address 1	4710 East Riverside Drive, Suite 210

City	Austin
State	Texas
Zip Code	78741
Relationship(s)	Executive Officer Director Promoter
Clarification of Response (if necessary)	Chief Operating Officer and Secretary; co-founder
Field	Response
Industry Group	Technology
Sub-Group	Software / Cloud Computing / IoT
SIC Code	7372 (Prepackaged Software)
NAICS Code	511210 (Software Publishers)
Field	Response
Revenue Range	$1 – $1,000,000
Clarification	Annual run-rate revenue of approximately $564,000 based on monthly recurring revenue (MRR) of approximately $47,000 as of February 2022
Aggregate Net Asset Value Range	Not Applicable (issuer is a corporation, not a pooled investment fund)
Exemption/Exclusion	Selected?

Rule 504(b) of Regulation D

Rule 506(b) of Regulation D

Rule 506(c) of Regulation D

Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Field	Response
Type of Filing	New Notice Amendment
Date of First Sale	April 15, 2022
First Sale Yet to Occur?	Yes No
Field	Response
Does the issuer intend this offering to last more than one year?	No Yes
Security Type	Selected?

Equity

CONFIDENTIAL ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
1700 Congress Avenue, Suite 2400 Austin, Texas 78701
Telephone: (512) 555-8800 Facsimile: (512) 555-8801
MEMORANDUM
To: George Trujillo, Responsible Partner Garrett Simmons, Working Associate
From: Christy Bauer, Lead Associate
Date: April 11, 2022
Re: Brightfield Cloud Services Inc. — Form D Filing Under Rule 506(b) of Regulation D; Blue-Sky Notice Filing Checklist
Matter No.: 1042-00002
Section 1: Purpose and Summary
This memorandum provides detailed instructions for the preparation and filing of SEC Form D in connection with the SAFE financing round being conducted by Brightfield Cloud Services Inc. ("BCS" or the "Company"), a Delaware corporation with its principal place of business at 4710 East Riverside Drive, Suite 210, Austin, TX 78741. The memorandum also sets forth the blue-sky notice filing requirements applicable in each state in which investors reside and provides a comprehensive checklist of action items and deadlines necessary to ensure timely compliance with all federal and state filing obligations. A draft of the Form D filing is attached hereto as Part Two.
BCS is issuing Post-Money Simple Agreements for Future Equity (SAFEs) to five accredited angel investors in an aggregate amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000). The SAFEs contain a post-money valuation cap of Twelve Million Dollars ($12,000,000) and do not include a discount rate. The SAFEs are based on the standard Calderon Partners LLC post-money SAFE template, with certain modifications as reflected in the final form of SAFE agreement approved by this office and circulated to the parties. Each SAFE provides for automatic conversion into shares of the Company's preferred stock upon a qualifying equity financing, and for cash-out or conversion rights upon a liquidity event or dissolution, all in accordance with the terms set forth in the executed SAFE instruments.
The offering is being conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder ("Regulation D"). Rule 506(b) permits the issuer to raise an unlimited amount of capital from an unlimited number of accredited investors and up to 35 sophisticated non-accredited investors, provided that no general solicitation or general advertising is used in connection with the offering and that, where non-accredited investors participate, certain disclosure requirements are satisfied. In this case, no non-accredited investors are participating.
No general solicitation or general advertising has been used in connection with this offering. Each of the five investors was introduced to the Company through pre-existing, substantive relationships between the investors and the Company's co-founders, Devin Mallory (CEO), Priya Raghavan (CTO), and Tomás Guerrero-Vidal (COO). The Company has not published advertisements, conducted seminars, distributed mass communications, or otherwise engaged in any activity that would constitute general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D.
All five investors have been verified as "accredited investors" as defined in Rule 501(a) of Regulation D. The Company collected and this office has reviewed completed accredited investor questionnaires from each investor (or, in the case of entity investors, from the underlying natural person who owns and controls such entity). Two of the five investors — Lorraine Chastain and Samuel Kittridge — are investing in their individual capacities and qualify as accredited investors based on the income or net worth tests set forth in Rule 501(a)(5) and (6). The remaining three investors — Marshall Huang, Dr. Nneka Adeyemi-Foster, and Renata Dobrynin — are investing through single-member limited liability companies (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC, respectively). Each of these entities qualifies as an accredited investor under Rule 501(a)(8) as an entity in which all of the equity owners are accredited investors (each being wholly owned by a single natural person who independently qualifies as an accredited investor). Copies of the accredited investor questionnaires are on file in the closing binder.
The closing is expected to occur on April 15, 2022, which constitutes the "date of first sale" for purposes of the Form D filing requirement under Rule 503(a) of Regulation D. All five SAFEs are expected to be executed and funded on that date in a single closing.
The target filing date for the initial Form D with the SEC is April 29, 2022, which is within the 15-calendar-day period following the date of first sale, as required by Rule 503(a). The same target date applies to blue-sky notice filings in Texas, California, and New York, the three states in which the investors reside.
Section 2: Filing Logistics
2.1 SEC EDGAR Filing
Form D must be filed electronically via the SEC's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system. Paper filings are not accepted. The Form D is filed through the EDGAR online forms management website and requires the issuer to have valid EDGAR access codes on file with the SEC.
BCS will need the following EDGAR access codes to complete the filing: (i) a Central Index Key ("CIK") number, which is a unique identifier assigned by the SEC to each registrant or filer; (ii) a CIK Confirmation Code ("CCC"), which is used as a password for EDGAR filings; and (iii) an EDGAR password used for account management purposes. If BCS has not previously filed with the SEC — which we believe to be the case, as the Company was incorporated in September 2021 and has not conducted any prior offerings requiring a Form D filing — the Company will need to complete an EDGAR company registration by filing a Form ID.
Christy Bauer will coordinate with Devin Mallory, CEO of BCS, to complete the EDGAR company registration as promptly as practicable. The Form ID requires a notarized authentication document, which must be uploaded in connection with the online registration. Mr. Mallory should be prepared to execute the requisite notarized documentation and provide it to this office for processing. Alternatively, if timing constraints arise, the firm may utilize Calderwood & Harkness LLP's EDGAR filing agent credentials to file the Form D on the Company's behalf with appropriate written authorization from BCS. In either case, a copy of the authorization letter or resolution from the Company's board of directors authorizing the filing should be obtained and maintained in the closing binder.
The anticipated SEC File Number for this offering is 021-394782. This number will be confirmed upon acceptance of the filing by EDGAR.
There is no filing fee associated with the Form D. The SEC does not charge a fee for the filing of notices of exempt offerings on Form D, in contrast to registration statements filed under Section 5 of the Securities Act, which are subject to registration fees computed under Section 6(b) of the Securities Act.
The EDGAR filing must be made by an authorized person of the issuer — typically an executive officer or director — or by counsel filing on behalf of the issuer with appropriate authorization. The signatory on the Form D filing will be Devin Mallory in his capacity as Chief Executive Officer of BCS.
2.2 Timing
The filing deadline is determined by reference to the "date of first sale" in the offering. Under Rule 503(a) of Regulation D, an issuer offering or selling securities in reliance on Rule 504 or Rule 506 must file a notice of sales on Form D with the SEC no later than 15 calendar days after the date of first sale of securities in the offering.
The date of first sale for purposes of this offering is April 15, 2022, which is the anticipated closing date on which all five SAFEs will be executed and purchase amounts will be wired to the Company. Accordingly, the deadline for the initial Form D filing is 15 calendar days after April 15, 2022, which would be April 30, 2022. Because April 30, 2022 falls on a Saturday, the practical target filing date is Friday, April 29, 2022. Although there is some authority suggesting that the SEC's own rules on business days may extend the deadline to the next business day (Monday, May 2, 2022), it is our standard practice — and we recommend — filing no later than April 29, 2022 to eliminate any ambiguity and to ensure compliance.
Responsibility for preparation and filing of the Form D rests with Christy Bauer. George Trujillo will review and approve the final Form D before submission. Garrett Simmons will assist with the EDGAR registration process and state blue-sky filings as needed.
2.3 Amendments
Under Rule 503(a)(3) of Regulation D, if there is a material change in the information provided in a previously filed Form D, the issuer must file an amendment to the Form D. In addition, an annual amendment is required within 30 days of the anniversary of the most recent previously filed Form D so long as the offering remains ongoing. However, in this case, the offering is for a fixed amount ($1,850,000), is fully subscribed and expected to close in a single closing on April 15, 2022, and the Company does not intend the offering to continue beyond that date. Accordingly, an annual amendment should not be necessary unless circumstances change.
Nevertheless, we note the following for future reference: if BCS elects to issue additional SAFEs to new investors prior to conducting a priced equity financing round (e.g., a Series Seed or Series A round), such additional SAFE issuances may be viewed either as a continuation of the current offering or as a separate offering, depending on the facts and circumstances, including integration analysis under Rule 152. If the additional SAFEs are integrated with the current offering, an amended Form D will be required to report the additional sales, the new investors, and any changes in aggregate offering amounts. If the additional SAFEs constitute a new offering, a new Form D filing will be necessary. We will advise the Company at the appropriate time if either situation arises.
Section 3: Key Information for Form D Completion
The following sets forth the specific data points required for each item of Form D. This information has been compiled from the Company's organizational documents, the executed SAFE agreements, the accredited investor questionnaires, and prior communications with the Company's management team. Where information remains to be confirmed, this is noted below.
3.1 Issuer Information (Items 1–3)
The following information identifies the issuer for purposes of the Form D filing:
•  Issuer's Legal Name: Brightfield Cloud Services Inc.
•  CIK Number: To be assigned upon completion of EDGAR registration. If BCS has previously registered with EDGAR in connection with any filing, the existing CIK number should be used. Christy Bauer to confirm with the SEC and with Mr. Mallory whether any prior EDGAR registration exists.
•  Jurisdiction of Incorporation/Organization: Delaware. The Company was incorporated in the State of Delaware as a corporation under the Delaware General Corporation Law.
•  Date of Incorporation: September 14, 2021. The Certificate of Incorporation was filed with the Delaware Secretary of State on that date and is on file in the firm's records.
•  Year of Incorporation/Organization: 2021. For purposes of the Form D checkbox, this falls within the "Within Last Five Years" category, which should be selected.
•  IRS Employer Identification Number (EIN): 87-3294156. This EIN was obtained by the Company from the Internal Revenue Service and is reflected in the Company's IRS determination letter, a copy of which is on file.
•  State File Number (Delaware): 6198274. This is the entity file number assigned by the Delaware Division of Corporations.
•  Principal Place of Business Address: 4710 East Riverside Drive, Suite 210, Austin, TX 78741. This is the Company's primary office location and the address at which its principal business operations are conducted.
•  Issuer's Telephone Number: To be confirmed with client. Christy Bauer to request the Company's primary business telephone number from Devin Mallory for inclusion in the filing. This is a required field on the Form D.
•  Entity Type: Corporation. The Company is organized as a corporation, not a limited partnership, limited liability company, general partnership, business trust, or other entity form.
•  Industry Group: Technology. The Form D requires the issuer to select an industry group from a prescribed list. The Company operates in the technology sector, specifically in the area of software and cloud computing. BCS develops and markets BrightWatch, a cloud-based infrastructure monitoring platform with integrated IoT sensor hardware. The appropriate industry sub-group is "Technology — Software / SaaS." The applicable Standard Industrial Classification (SIC) code is 7372 (Prepackaged Software) or, alternatively, NAICS code 511210 (Software Publishers). The Form D dropdown should be checked for "Technology" with a sub-classification consistent with the Company's operations.
3.2 Related Persons (Item 3)
Form D Item 3 requires the issuer to list each "related person" of the issuer, including every executive officer, director, and promoter. A "promoter" is defined in Rule 405 under the Securities Act and generally includes any person who, acting alone or in conjunction with others, directly or indirectly takes initiative in founding and organizing the business of the issuer. Because the three co-founders of BCS — Devin Mallory, Priya Raghavan, and Tomás Guerrero-Vidal — each took initiative in founding and organizing the Company and each serves as both an executive officer and a director, all three qualify as "related persons" and must be listed in the Form D.
The related persons are as follows:
•  Devin Mallory — Chief Executive Officer and Director. Mr. Mallory serves as the Company's CEO and is a member of its Board of Directors. He is a co-founder and a promoter of the Company within the meaning of Rule 405. His address for purposes of the Form D filing is c/o Brightfield Cloud Services Inc., 4710 East Riverside Drive, Suite 210, Austin, TX 78741.
•  Priya Raghavan — Chief Technology Officer and Director. Ms. Raghavan serves as the Company's CTO and is a member of its Board of Directors. She is a co-founder and a promoter of the Company. Her address for purposes of the Form D filing is c/o Brightfield Cloud Services Inc., 4710 East Riverside Drive, Suite 210, Austin, TX 78741.
•  Tomás Guerrero-Vidal — Chief Operating Officer, Secretary, and Director. Mr. Guerrero-Vidal serves as the Company's COO and Secretary and is a member of its Board of Directors. He is a co-founder and a promoter of the Company. His address for purposes of the Form D filing is c/o Brightfield Cloud Services Inc., 4710 East Riverside Drive, Suite 210, Austin, TX 78741.
As an additional note for reference, all three co-founders hold shares of restricted common stock of the Company, which shares are subject to vesting over a four-year period with a one-year cliff, pursuant to the terms of their respective Restricted Stock Purchase Agreements, copies of which are in the firm's files. The restricted stock holdings of the co-founders are not reported on Form D but are relevant context for the overall capitalization of the Company.
The Company does not have any other executive officers, directors, or promoters at this time. No outside directors have been appointed. No other persons have acted as promoters.
3.3 Offering Information (Items 4–8)
The following information describes the offering and the securities being offered:
•  Federal Exemption(s) and Exclusion(s) Claimed: The Company is claiming an exemption from the registration requirements of Section 5 of the Securities Act under Rule 506(b) of Regulation D. The offering is also being conducted in reliance on the statutory exemption provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering. On the Form D, the box for "Rule 506(b)" should be checked. The box for "Section 4(a)(2)" may also be noted, as Rule 506(b) is a safe harbor under Section 4(a)(2).
•  Type of Securities Offered: The Form D provides a list of standard security types (equity, debt, options, etc.) and includes an "Other" category. Because Simple Agreements for Future Equity (SAFEs) are not traditional equity or debt instruments — they are convertible financial instruments that do not constitute equity at the time of issuance and do not accrue interest or have a maturity date like traditional convertible notes — the "Other" category should be selected, with the following description: "Simple Agreements for Future Equity (SAFEs) — Post-Money, Valuation Cap ($12,000,000), No discount." The SAFEs are convertible instruments that automatically convert into shares of the Company's preferred stock upon a qualifying equity financing event at a price per share derived from the valuation cap, or that provide for cash payout or conversion rights upon a liquidity event or dissolution of the Company.
•  Business Combination Transaction: No. This offering is not being made in connection with a business combination transaction, such as a merger, acquisition, exchange offer, or similar transaction.
•  Minimum Investment Accepted from Outside Investor: $300,000. The smallest individual SAFE commitment in this offering is $300,000, which is the purchase amount committed by each of Samuel Kittridge (investing individually) and Renata Dobrynin (investing through Volkov Bridge Holdings LLC). There is no formal minimum investment threshold set forth in the SAFE agreements themselves; however, the minimum amount actually accepted from any outside investor is $300,000, and this figure should be reported on the Form D.
•  Total Offering Amount: $1,850,000. This represents the aggregate purchase amount of all five SAFEs being issued in the offering.
•  Total Amount Sold: $1,850,000. Because the Form D will be filed after the closing of the offering on April 15, 2022, the total amount sold will equal the total offering amount. All five SAFEs will have been executed and funded by the filing date.
•  Total Remaining to be Sold: $0. The offering round is fully subscribed and closed. No additional SAFEs are being offered in this round.
•  Clarification on "Indefinite" vs. "Definite" Offering Amount: The offering amount is definite, not indefinite. The Company raised a fixed, predetermined amount of $1,850,000, and the offering is complete. The "Definite" radio button should be selected on the Form D.
•  Sales Commissions and Finders' Fees: $0. No placement agent, broker-dealer, finder, or other sales intermediary was engaged in connection with this offering. The Company did not pay, and has no obligation to pay, any sales commissions, finders' fees, referral fees, or similar compensation to any person in connection with the solicitation or sale of the SAFEs. All investor introductions were made directly by the Company's co-founders through pre-existing personal and professional relationships.
•  Use of Proceeds: The proceeds of the offering will be used for working capital, product development (including continued development of the BrightWatch platform and associated IoT sensor hardware), hiring of engineering and sales personnel, and general corporate purposes. No specific allocation of proceeds has been committed or disclosed to investors beyond these general categories.
3.4 Number and Type of Investors (Items 12–14)
The following information identifies the number and classification of investors who have participated in the offering:
•  Total Number of Investors Who Have Already Invested: 5. As of the anticipated closing date of April 15, 2022, five investors will have executed SAFEs and funded their respective purchase amounts.
•  Number of Accredited Investors: 5. All five investors qualify as "accredited investors" as defined in Rule 501(a) of Regulation D. The basis for each investor's accredited status is set forth below and in Appendix B.
The classification of investors for Form D purposes requires some analysis, as three of the five investment commitments are being made through single-member limited liability companies rather than by natural persons directly:
(a) Lorraine Chastain — Ms. Chastain is investing in her individual capacity in the amount of $500,000. She qualifies as an accredited investor as a natural person under Rule 501(a)(5) (individual income exceeding $200,000 in each of the two most recent years, or joint income with spouse exceeding $300,000, with a reasonable expectation of reaching the same income level in the current year) or Rule 501(a)(6) (individual net worth, or joint net worth with spouse, exceeding $1,000,000, excluding the value of the individual's primary residence). Her accredited investor questionnaire, on file with this office, confirms her qualification. Ms. Chastain resides in Austin, Texas.
(b) Samuel Kittridge — Mr. Kittridge is investing in his individual capacity in the amount of $300,000. He qualifies as an accredited investor as a natural person under Rule 501(a)(5) or (6), as confirmed by his completed accredited investor questionnaire. Mr. Kittridge resides in San Francisco, California (zip code 94110).
(c) marshall Huang / Jade Peak Ventures LLC — Mr. Huang is investing through Jade Peak Ventures LLC, a Texas single-member limited liability company wholly owned by Mr. Huang, in the amount of $400,000. For Form D reporting purposes, Jade Peak Ventures LLC is the purchaser of the SAFE. Jade Peak Ventures LLC qualifies as an accredited investor under Rule 501(a)(8) as an entity in which all of the equity owners are accredited investors (Mr. Huang being the sole equity owner and independently qualifying as an accredited investor). Mr. Huang resides in Houston, Texas, and Jade Peak Ventures LLC is organized under Texas law.
(d) Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC — Dr. Adeyemi-Foster is investing through Ariel Crest Capital LLC, a Delaware single-member limited liability company wholly owned by Dr. Adeyemi-Foster, in the amount of $350,000. Ariel Crest Capital LLC is the purchaser of the SAFE and qualifies as an accredited investor under Rule 501(a)(8). Dr. Adeyemi-Foster independently qualifies as an accredited investor as a natural person under Rule 501(a)(5) or (6). Dr. Adeyemi-Foster maintains her principal office in Dallas, Texas, and Ariel Crest Capital LLC is organized under Delaware law but has its principal place of business in Texas.
(e) Renata Dobrynin / Volkov Bridge Holdings LLC — Ms. Dobrynin is investing through Volkov Bridge Holdings LLC, a New York single-member limited liability company wholly owned by Ms. Dobrynin, in the amount of $300,000. Volkov Bridge Holdings LLC is the purchaser of the SAFE and qualifies as an accredited investor under Rule 501(a)(8). Ms. Dobrynin independently qualifies as an accredited investor as a natural person under Rule 501(a)(5) or (6). Ms. Dobrynin resides in New York, New York (zip code 10021), and Volkov Bridge Holdings LLC is organized under New York law.
For Form D Item 14, the total number of investors is 5. Of these, 2 are natural persons (Chastain and Kittridge) and 3 are entities (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC). All 5 are accredited investors.
•  Number of Non-Accredited Investors: 0. No non-accredited investors have participated in the offering, and no sales of SAFEs have been made or will be made to non-accredited investors.
A note on classification: The Form D asks the filer to report the number of investors who are "natural persons" and the number who are "not natural persons." In this offering, we will report 2 natural persons and 3 entities that are not natural persons, for a total of 5 investors. We should confirm in the EDGAR filing interface that this classification is correctly reflected.
3.5 Sales Compensation (Item 15)
No broker-dealer, placement agent, finder, or other sales intermediary was engaged in connection with this offering. No sales commissions, finders' fees, referral fees, success fees, or any other form of sales compensation have been paid or are owed by the Company to any person in connection with the solicitation, introduction, or sale of the SAFEs. The Company relied exclusively on the pre-existing relationships of its co-founders with the investors.
Item 15 of the Form D requires disclosure of the name of any recipient of sales compensation, the recipient's CRD number (if applicable), the name and CRD number of any associated broker-dealer, and the states of solicitation. Because no compensation was paid, these fields should be completed as "None" or "N/A" as appropriate.
3.6 States of Solicitation and Sale (Item 16)
The offering has been made in the following three states, based on the states of residence or principal place of business of the investors:
•  Texas: Three of the five investors are Texas residents or have their principal place of business in Texas: (i) Lorraine Chastain, who resides in Austin, Texas; (ii) marshall Huang / Jade Peak Ventures LLC, based in Houston, Texas; and (iii) Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC, with a principal office in Dallas, Texas. In addition, the Company's principal place of business is located in Austin, Texas.
•  California: One investor is a California resident: Samuel Kittridge, who resides in San Francisco, California (zip code 94110).
•  New York: One investor is a New York resident: Renata Dobrynin / Volkov Bridge Holdings LLC, based in New York, New York (zip code 10021).
No solicitation or sales of SAFEs were made in any other state or jurisdiction. The Form D should list Texas, California, and New York as the states in which the offering was made.
Section 4: Blue-Sky / State Notice Filing Checklist
Under Rule 506(b), the offering qualifies as a "covered security" under Section 18 of the Securities Act, as amended by the National Securities Markets Improvement Act of 1996 ("NSMIA"). Section 18(b)(4)(F) provides that securities offered or sold in transactions exempt from registration under Rule 506 of Regulation D are "covered securities," and Section 18(a) preempts state registration and qualification requirements with respect to covered securities. States may not impose substantive merit review or registration requirements on offerings conducted under Rule 506.
However, Section 18(c)(2) of the Securities Act expressly preserves the authority of states to require notice filings and collect fees in connection with offerings of covered securities under Rule 506. Accordingly, while the states in which the offering has been made may not require registration of the SAFEs, they may — and in the case of Texas, California, and New York, they do — require the issuer to make a notice filing and pay a filing fee. Failure to comply with state notice filing requirements can result in administrative penalties, the issuer being barred from claiming the exemption from state registration, or enforcement action by state securities regulators.
The following summarizes the blue-sky notice filing requirements for each of the three states in which the offering has been made.
4.1 Texas
•  Filing Requirement: Notice filing required pursuant to Section 139.16 of the Texas Securities Act and the rules of the Texas State Securities Board (TSSB). Texas requires issuers selling securities in reliance on Rule 506 to file a notice with the TSSB.
•  Filing Deadline: The notice filing must be made within 15 days after the date of first sale of securities in Texas. Because the first sale in Texas will occur on April 15, 2022, the deadline is April 30, 2022. As noted above, because April 30, 2022 falls on a Saturday, the practical target filing date is April 29, 2022 (Friday).
•  Required Materials: The Texas notice filing requires submission of the following: (i) a copy of the Form D as filed with the SEC; (ii) the applicable filing fee; and (iii) Texas Form 133.12, the state-specific notice filing form required by the TSSB, if applicable. Christy Bauer should confirm with the TSSB whether the current filing process requires submission of Form 133.12 or whether the TSSB now accepts the SEC Form D alone as the notice filing document.
•  Filing Fee: Approximately $300. The exact fee should be confirmed against the current TSSB fee schedule, as fees are subject to change. The fee is payable by check to the order of the Texas State Securities Board or by other accepted payment method.
•  Notes: Three of the five investors are Texas-based: Lorraine Chastain (Austin), marshall Huang / Jade Peak Ventures LLC (Houston), and Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC (Dallas). In addition, BCS's principal place of business is located in Austin, Texas. The Texas filing is therefore of particular importance.
4.2 California
•  Filing Requirement: Notice filing required pursuant to Section 25102.1 of the California Corporations Code. Issuers selling securities in reliance on Rule 506 in California must file a notice with the California Department of Financial Protection and Innovation ("DFPI"), formerly known as the Department of Business Oversight.
•  Filing Deadline: The notice filing must be made within 15 days after the date of first sale of securities in California. The deadline is April 30, 2022; target filing date is April 29, 2022.
•  Required Materials: The California notice filing requires submission of: (i) a copy of the Form D as filed with the SEC; (ii) the California Form D notice filing form (California's state-specific supplemental form); and (iii) the applicable filing fee. Certain California filings may also require a consent to service of process if one has not previously been filed with the DFPI.
•  Filing Fee: Approximately $300, or such other fee as may be applicable based on a tiered fee schedule keyed to the aggregate offering amount. The current DFPI fee schedule should be confirmed prior to filing. Fees are payable to the DFPI by check or other accepted method.
•  Notes: One investor is a California resident — Samuel Kittridge (San Francisco, CA 94110). Although only one investor is located in California, the notice filing is mandatory and must be completed within the prescribed deadline.
4.3 New York
•  Filing Requirement: Notice filing required pursuant to Section 359-ff(4) of the New York General Business Law (the Martin Act). The notice filing is made with the New York Attorney General's Office, specifically the Investor Protection Bureau, which administers securities filings in New York.
•  Filing Deadline: The notice filing must be made within 15 days after the date of first sale of securities in New York. The deadline is April 30, 2022; target filing date is April 29, 2022.
•  Required Materials: The New York notice filing requires submission of: (i) a copy of the Form D as filed with the SEC; (ii) New York Form 99 (or the current equivalent state-specific supplemental form required by the New York Attorney General's Office); (iii) a consent to service of process (Form U-2), designating the New York Secretary of State as the issuer's agent for service of process in New York; and (iv) the applicable filing fee. New York's filing requirements are somewhat more involved than those of other states due to the Form U-2 requirement and the additional information requested on Form 99.
•  Filing Fee: The filing fee varies and should be confirmed against the current fee schedule published by the New York Attorney General's Office. The fee is typically approximately $300 or may be calculated based on the aggregate offering amount. Christy Bauer should check the current schedule and confirm the exact amount.
•  Notes: One investor is a New York resident — Renata Dobrynin / Volkov Bridge Holdings LLC (New York, NY 10021). The Form U-2 consent to service of process should be signed by an authorized officer of BCS (Devin Mallory) and notarized.
4.4 Other States
No other state notice filings are required at this time. The five investors in this offering reside exclusively in Texas, California, and New York. No solicitation or sales were made in any other state or territory. No general solicitation was used, and accordingly there is no basis for any state to assert jurisdiction over the offering other than the three states identified above.
If BCS subsequently issues SAFEs or other securities to investors in additional states — whether as part of a continuation of this offering or in a new offering — supplemental blue-sky notice filings will be required in each such additional state. We will advise the Company as necessary if this situation arises.
Section 5: Engagement Scope Note
Per the Calderwood & Harkness LLP engagement letter dated February 28, 2022, executed by George Trujillo on behalf of the firm and by Devin Mallory on behalf of the Company, the scope of this engagement includes the following with respect to SEC and state securities filings: (i) preparation and filing of the initial SEC Form D in connection with the SAFE financing round; and (ii) preparation and filing of blue-sky notice filings in the states of Texas, California, and New York.
Filings in any other jurisdictions — including any states in which additional investors may reside if the Company subsequently issues additional SAFEs — or filings in connection with subsequent equity financings (e.g., a priced Series Seed or Series A round) are outside the current scope of this engagement. Any such additional filings would require a separate engagement letter or an amendment to the existing engagement letter, and would be billed at the firm's standard hourly rates or at a separately negotiated flat fee, as appropriate.
All filing fees, including SEC filing fees (none applicable in this case) and state blue-sky filing fees (estimated at approximately $900 in the aggregate for Texas, California, and New York), are the Company's responsibility and will be billed as disbursements in addition to the flat fee of $35,000 for the overall SAFE financing engagement. Filing fees will be advanced by the firm and invoiced to the Company as part of the next monthly billing cycle, unless the Company elects to remit such fees directly to the applicable filing authorities.
Section 6: Action Items and Responsibilities
The following table summarizes the key action items, responsible parties, and target dates for the Form D filing and blue-sky notice filings. All members of the deal team should review this schedule and flag any potential conflicts or delays immediately.
Please direct any questions regarding this memorandum or the Form D filing process to Christy Bauer at extension 4217 or cbauer@calderwoodharkness.com.
Attachments: Part Two — Draft Form D; Appendix A — Blue-Sky Filing Summary Table; Appendix B — Investor Detail for Cross-Reference; Appendix C — Key Corporate Reference Data
PART TWO
DRAFT FORM D
(NOTICE OF EXEMPT OFFERING OF SECURITIES)
DRAFT — FOR INTERNAL REVIEW ONLY — SUBJECT TO REVISION PRIOR TO FILING
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB Number: 3235-0076 Estimated average burden hours per response: 4.00
Filing Type:  New Filing  Amendment
If Amendment, date of original filing: N/A
Item 1. Issuer's Identity
Item 2. Principal Place of Business and Contact Information
Item 3. Related Persons
Related Person 1:
Related Person 2:
Related Person 3:
Item 4. Industry Group
Item 5. Issuer Size
Item 6. Federal Exemption(s) and Exclusion(s) Claimed
Additional Statutory Basis: Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7. Type of Filing
Item 8. Duration of Offering
Item 9. Type(s) of Securities Offered
Item 10. Business Combination Transaction
Item 11. Minimum Investment
Item 12. Sales Compensation
Recipient of Sales Compensation:
No broker-dealer, placement agent, finder, or other intermediary was engaged in connection with this offering. No sales commissions, finders' fees, or other forms of sales compensation have been or will be paid.
States of Solicitation:
Item 13. Offering and Sales Amounts
Item 14. Investors
Clarification of Response: The five accredited investors consist of two natural persons (Lorraine Chastain and Samuel Kittridge) and three entities (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC). Each entity is a single-member limited liability company whose sole equity owner is a natural person who independently qualifies as an accredited investor under Rule 501(a) of Regulation D. Each entity qualifies as an accredited investor under Rule 501(a)(8). No non-accredited investors have participated in the offering.
Item 15. Sales Commissions & Finder's Fees Expenses
Item 16. Use of Proceeds
Provide a brief description of the use of proceeds of the offering:
The net proceeds of the offering will be used for the following purposes: (i) working capital; (ii) product development, including continued engineering and development of the BrightWatch cloud infrastructure monitoring platform and associated IoT sensor hardware; (iii) hiring of additional engineering, product, and sales personnel; (iv) cloud infrastructure costs; (v) hardware manufacturing and inventory procurement; (vi) sales and marketing initiatives; and (vii) general and administrative expenses and other general corporate purposes.
Signature block
The issuer certifies that the information contained in this Form D is true and correct.
ISSUER: BRIGHTFIELD CLOUD SERVICES INC.
By: ________
Name: Devin Mallory
Title: Chief Executive Officer
Date: ________
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations. (See 18 U.S.C. 1001 and 15 U.S.C. 77x.)
APPENDIX A
Blue-Sky Filing Summary Table
The following table summarizes the state notice filing requirements applicable to the SAFE offering by Brightfield Cloud Services Inc. in connection with the Rule 506(b) offering.
Total Estimated State Filing Fees: approximately $900.
Notes:
1.  All filing fees are estimates and should be confirmed against current fee schedules published by the respective state authorities prior to submission.
2.  All filings should be made on or before April 29, 2022, which is within the 15-calendar-day filing window following the date of first sale (April 15, 2022).
3.  The New York filing requires execution and notarization of a Form U-2 Consent to Service of Process by an authorized officer of BCS. Christy Bauer should coordinate with Devin Mallory to ensure timely execution.
4.  No other state filings are required at this time based on the current investor roster.
APPENDIX B
Investor Detail for Cross-Reference
The following table provides detailed information regarding each investor in the SAFE offering by Brightfield Cloud Services Inc. This information has been compiled from the executed SAFE agreements and accredited investor questionnaires on file with Calderwood & Harkness LLP.
Notes:
1.  All accredited investor questionnaires have been reviewed by this office and are on file in the closing binder (Matter No. 1042-00002).
2.  For each entity investor (Jade Peak Ventures LLC, Ariel Crest Capital LLC, and Volkov Bridge Holdings LLC), the sole member/equity owner has completed an individual accredited investor questionnaire confirming qualification as an accredited investor under Rule 501(a) of Regulation D.
3.  Each entity investor is a single-member limited liability company. In each case, the accredited investor status of the entity derives from the accredited status of its sole member under Rule 501(a)(8) (entity in which all equity owners are accredited investors).
4.  No investor has been classified as a non-accredited investor. No investor has been classified as a "sophisticated" non-accredited investor under Rule 506(b)(2)(ii).
APPENDIX C
Key Corporate Reference Data
The following reference data for Brightfield Cloud Services Inc. is compiled for use in connection with the Form D filing, blue-sky notice filings, and general closing records.
END OF MEMORANDUM AND ATTACHMENTS
This memorandum and the attached draft Form D and appendices are confidential attorney work product prepared in connection with the representation of Brightfield Cloud Services Inc. by Calderwood & Harkness LLP. This document is protected by the attorney-client privilege and the work product doctrine. Distribution of this memorandum outside the Calderwood & Harkness deal team is not authorized without the prior written consent of George Trujillo, Responsible Partner.
Calderwood & Harkness LLP — Matter No. 1042-00002
Action Item | Responsible Party | Target Date
Confirm EDGAR registration status for BCS; if not registered, initiate Form ID filing and obtain CIK number, CCC, and EDGAR password for the Company | Christy Bauer / Devin Mallory (CEO) | April 18, 2022
Obtain notarized authentication document from Devin Mallory for Form ID submission (if new EDGAR registration is required) | Christy Bauer / Devin Mallory | April 18, 2022
Confirm Company telephone number for Form D Item 2 | Christy Bauer / Devin Mallory | April 18, 2022
Finalize and circulate draft Form D (attached hereto as Part Two) for George Trujillo's review | Christy Bauer | April 20, 2022
George Trujillo reviews and approves final Form D for filing | George Trujillo | April 22, 2022
File Form D with SEC via EDGAR | Christy Bauer | April 29, 2022
Prepare and file Texas notice filing with the Texas State Securities Board, including Form D copy, applicable state form, and filing fee | Christy Bauer | April 29, 2022
Prepare and file California notice filing with the California DFPI, including Form D copy, state notice form, and filing fee | Christy Bauer | April 29, 2022
Prepare and file New York notice filing with the New York Attorney General's Office (Investor Protection Bureau), including Form D copy, Form 99, Form U-2 (consent to service of process), and filing fee | Christy Bauer | April 29, 2022
Confirm receipt of all filings with SEC and each state authority; obtain file-stamped or acknowledged copies | Christy Bauer | May 6, 2022
Retain copies of all filed documents, receipts, and confirmations in the closing binder (Matter No. 1042-00002) | Christy Bauer / Garrett Simmons | May 6, 2022
Field | Response
Name of Issuer | Brightfield Cloud Services Inc.
Jurisdiction of Incorporation/Organization | Delaware
Year of Incorporation/Organization | Within Last Five Years (specify year): 2021
CIK Number | [To be assigned upon EDGAR registration]
IRS Employer Identification Number (EIN) | 87-3294156
Field | Response
Street Address 1 | 4710 East Riverside Drive, Suite 210
Street Address 2 | —
City | Austin
State/Province/Country | Texas
Zip/Postal Code | 78741
Phone Number | [To be confirmed with BCS — Christy Bauer to obtain]
Field | Response
Last Name | Mallory
First Name | Devin
Middle Name | —
Street Address 1 | 4710 East Riverside Drive, Suite 210
City | Austin
State | Texas
Zip Code | 78741
Relationship(s) | Executive Officer  Director  Promoter
Clarification of Response (if necessary) | Chief Executive Officer; co-founder
Field | Response
Last Name | Raghavan
First Name | Priya
Middle Name | —
Street Address 1 | 4710 East Riverside Drive, Suite 210
City | Austin
State | Texas
Zip Code | 78741
Relationship(s) | Executive Officer  Director  Promoter
Clarification of Response (if necessary) | Chief Technology Officer; co-founder
Field | Response
Last Name | Guerrero-Vidal
First Name | Tomás
Middle Name | —
Street Address 1 | 4710 East Riverside Drive, Suite 210
City | Austin
State | Texas
Zip Code | 78741
Relationship(s) | Executive Officer  Director  Promoter
Clarification of Response (if necessary) | Chief Operating Officer and Secretary; co-founder
Field | Response
Industry Group | Technology
Sub-Group | Software / Cloud Computing / IoT
SIC Code | 7372 (Prepackaged Software)
NAICS Code | 511210 (Software Publishers)
Field | Response
Revenue Range | $1 – $1,000,000
Clarification | Annual run-rate revenue of approximately $564,000 based on monthly recurring revenue (MRR) of approximately $47,000 as of February 2022
Aggregate Net Asset Value Range | Not Applicable (issuer is a corporation, not a pooled investment fund)
Exemption/Exclusion | Selected?
Rule 504(b) of Regulation D
Rule 506(b) of Regulation D
Rule 506(c) of Regulation D
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Field | Response
Type of Filing | New Notice  Amendment
Date of First Sale | April 15, 2022
First Sale Yet to Occur? | Yes  No
Field | Response
Does the issuer intend this offering to last more than one year? | No  Yes
Security Type | Selected?
Equity
Debt
Option, Warrant, or Other Right to Acquire Another Security
Security to Be Acquired Upon Exercise of Option, Warrant, or Other Right to Acquire Security
Pooled Investment Fund Interests
Tenant-in-Common Securities
Mineral Property Securities
Other (describe) | Simple Agreements for Future Equity (SAFEs) — Post-Money, Valuation Cap ($12,000,000), No discount. SAFEs are convertible instruments that convert into shares of preferred stock of the issuer upon a qualifying equity financing event, or that provide for cash payout or conversion rights upon a liquidity event or dissolution.
Field | Response
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition, or exchange offer? | No  Yes
Clarification of Response | N/A
Field | Response
Minimum investment accepted from any outside investor | $300,000
Field | Response
Recipient Name | None
Recipient CRD Number | N/A
Associated Broker or Dealer | None
Associated Broker or Dealer CRD Number | N/A
Street Address | N/A
City | N/A
State | N/A
Zip Code | N/A
State
Texas
California
New York
Field | Response
Total Offering Amount | $1,850,000  USD
Total Amount Sold | $1,850,000  USD
Total Remaining to be Sold | $0
Indefinite or Definite | Definite
Field | Response
Number Already Invested
— Number of Accredited Investors | 5
— Number of Non-Accredited Investors | 0
Total Number of Investors | 5
Field | Response
Sales Commissions | $0
Finders' Fees | $0
Field | Response
Amounts Already Used | $0 as of the anticipated filing date (proceeds will have been recently received at closing on April 15, 2022)
Estimated Allocation of Proceeds | Product development and engineering salaries: approximately 45%; Hardware manufacturing and inventory: approximately 20%; Cloud infrastructure costs: approximately 10%; Sales and marketing: approximately 15%; General and administrative expenses: approximately 10%
State | Filing Authority | Statutory Basis | Required Forms | Fee (Est.) | Deadline | Investor(s) in State
Texas | Texas State Securities Board | Texas Securities Act § 139.16 | Copy of Form D as filed with SEC; Texas Form 133.12 (if applicable); filing fee | ~$300 | April 29, 2022 | Lorraine Chastain (Austin); marshall Huang / Jade Peak Ventures LLC (Houston); Dr. Nneka Adeyemi-Foster / Ariel Crest Capital LLC (Dallas)
California | California Department of Financial Protection and Innovation (DFPI) | California Corporations Code § 25102.1 | Copy of Form D as filed with SEC; California Form D notice filing form; filing fee | ~$300 | April 29, 2022 | Samuel Kittridge (San Francisco)
New York | New York Attorney General's Office (Investor Protection Bureau) | New York General Business Law § 359-ff(4) | Copy of Form D as filed with SEC; New York Form 99; Form U-2 (Consent to Service of Process); filing fee | ~$300 | April 29, 2022 | Renata Dobrynin / Volkov Bridge Holdings LLC (New York City)
Investor Name | Investment Vehicle (if any) | Purchase Amount | State of Residence / Formation | Accredited Investor Basis
Lorraine Chastain | Individual (no entity) | $500,000 | Texas (Austin, TX 78703) | Natural person — income test (Rule 501(a)(5)) or net worth test (Rule 501(a)(6))
Marshall Huang | Jade Peak Ventures LLC (Texas single-member LLC) | $400,000 | Texas (Houston, TX 77056) | Entity owned entirely by accredited natural person (Rule 501(a)(8)); Mr. Huang qualifies individually under Rule 501(a)(5) or (6)
Dr. Nneka Adeyemi-Foster | Ariel Crest Capital LLC (Delaware single-member LLC; principal office in Dallas, TX) | $350,000 | Texas (Dallas, TX 75201) | Entity owned entirely by accredited natural person (Rule 501(a)(8)); Dr. Adeyemi-Foster qualifies individually under Rule 501(a)(5) or (6)
Samuel Kittridge | Individual (no entity) | $300,000 | California (San Francisco, CA 94110) | Natural person — income test (Rule 501(a)(5)) or net worth test (Rule 501(a)(6))
Renata Dobrynin | Volkov Bridge Holdings LLC (New York single-member LLC) | $300,000 | New York (New York, NY 10021) | Entity owned entirely by accredited natural person (Rule 501(a)(8)); Ms. Dobrynin qualifies individually under Rule 501(a)(5) or (6)
TOTAL | $1,850,000
Field | Data
Issuer Legal Name | Brightfield Cloud Services Inc.
IRS Employer Identification Number (EIN) | 87-3294156
Delaware Division of Corporations File Number | 6198274
Texas Secretary of State Filing Number | 804217635
Date of Incorporation (Delaware) | September 14, 2021
Entity Type | Corporation (Delaware General Corporation Law)
Authorized Capital Stock | Per Certificate of Incorporation on file
Registered Agent — Delaware | Magnolia Registered Agents LLC, 1209 North Orange Street, Wilmington, DE 19801
Registered Agent — Texas | Lone Star Statutory Agents Inc., 815 Brazos Street, Suite 500, Austin, TX 78701
Principal Office Address | 4710 East Riverside Drive, Suite 210, Austin, TX 78741
Anticipated SEC File Number | 021-394782
Calderwood & Harkness LLP Matter Number | 1042-00002
CEO / Authorized Signatory | Devin Mallory
CTO | Priya Raghavan
COO / Secretary | Tomás Guerrero-Vidal
Product / Platform | BrightWatch — cloud-based infrastructure monitoring platform with integrated IoT sensor hardware
MRR (as of February 2022) | Approximately $47,000
Annualized Revenue Run-Rate | Approximately $564,000
C&H Engagement Letter Date | February 28, 2022
C&H Flat Fee for SAFE Financing Engagement | $35,000 (plus disbursements, including filing fees)

CONFIDENTIAL ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED

MEMORANDUM

PART TWO

DRAFT FORM D

ISSUER: BRIGHTFIELD CLOUD SERVICES INC.

APPENDIX A

APPENDIX B

APPENDIX C

END OF MEMORANDUM AND ATTACHMENTS

Record

Parties

Dates

Amounts