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Client 1042 M&A / Corporate 12 docs · open →

Document types detected

Analysis / memo4

Contract / agreement4

Other3

Engagement letter1

Parties across the matter

Aggregate SAArcher LLPAriel Crest Capital LLCBrightfield Cloud Services IncCalderon Partners LLCDELIVERY Brightfield Cloud Services IncDelaware General CorpFederal IncHARKNESS LLPHarkness LLPJade Peak Ventures LLCLone Star Statutory Agents IncMAIL Brightfield Cloud Services IncMagnolia Registered Agents LLC

Chronology

2022-09-14 · tax-memorandum-safe-characterization.docx

… founder shares have vested (the one-year cliff does not expire until September 14, 2022), and no shares have been repurchased by the Company. No shares of Preferred Stock have b …

2022-09-14 · capitalization-table-memo.xlsx

… 0% | 37.50% | 4-year, 1-year cliff, monthly thereafter | 2021-09-14 | 2022-09-14 | Restricted Stock Purchase Agreement dated 9/14/2021; Section 83(b) election filed Octob …

2022-05-02 · form-d-preparation-memo-and-draft.docx

… siness 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 …

2022-04-30 · form-d-preparation-memo-and-draft.docx

… orm 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, …

2022-04-29 · closing-checklist.xlsx

… .: 6198274. Anticipated SEC File No.: 021-394782. Target filing date: April 29, 2022 (within 15 days of first sale). | Calderwood & Harkness LLP / Christy Bauer | 2022-04-29 …

2022-04-29 · closing-letter-to-client.docx

… (April 15, 2022), the Form D must be filed with the SEC no later than April 29, 2022 (the 15th day falling on a Friday; if the SEC's EDGAR system is unavailable on such date, …

2022-04-29 · form-d-preparation-memo-and-draft.docx

… losing. 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 …

2022-04-29 · board-written-consent-safe-issuance.docx

… 5, 2022, the target filing date for the Form D shall be no later than April 29, 2022. The anticipated SEC File Number for the offering is 021-394782. The officers of the Comp …

2022-04-15 · closing-checklist.xlsx

… Inc. — Post-Money SAFE Round C&H Matter No.: 1042-00002 Closing Date: April 15, 2022 Prepared by: Christy Bauer, Calderwood & Harkness LLP Last Updated: April 15, 2022 A. TRA …

2022-04-15 · closing-letter-to-client.docx

… 600 Travis Street, Suite 4200 Houston, TX 77002 Matter No. 1042-00002 April 15, 2022 VIA E-MAIL AND HAND DELIVERY Brightfield Cloud Services Inc. 4710 East Riverside Drive, S …

2022-04-15 · secretarys-certificate.docx

… SECRETARY'S CERTIFICATE OF BRIGHTFIELD CLOUD SERVICES INC. April 15, 2022 Delivered in Connection with the Issuance of Simple Agreements for Future Equity (SAFEs) …

2022-04-15 · form-d-preparation-memo-and-draft.docx

… re 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 …

2022-04-15 · board-written-consent-safe-issuance.docx

… of Regulation D. Based on an anticipated closing date of on or about April 15, 2022, the target filing date for the Form D shall be no later than April 29, 2022. The anticip …

2022-04-15 · pro-rata-side-letter.docx

… PRO RATA RIGHTS SIDE LETTER April 15, 2022 Brightfield Cloud Services Inc. 4710 East Riverside Drive, Suite 210 Austin, TX 78741 To: …

2022-04-15 · safe-instrument-post-money-valuation-cap.docx

… S. This Simple Agreement for Future Equity (this "SAFE"), dated as of April 15, 2022 (the "Effective Date"), is entered into by and between Brightfield Cloud Services Inc., a …

2022-04-11 · closing-checklist.xlsx

… ule 506(b) of Regulation D) | Draft Form D prepared by Christy Bauer (April 11, 2022). Sale of SAFEs to five accredited investors, aggregate $1,850,000, under Section 4(a)(2) …

2022-04-11 · form-d-preparation-memo-and-draft.docx

… 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; Bl …

2022-04-08 · closing-checklist.xlsx

2022-04-08 · closing-letter-to-client.docx

… form intellectual Property Assignment Confirmations, each dated as of April 8, 2022, were executed by the Company's three founders: (a) intellectual Property Assignment Conf …

2022-04-08 · founder-ip-assignment-confirmation.docx

… ncipal Office: 4710 East Riverside Drive, Suite 210, Austin, TX 78741 April 8, 2022 This Founder intellectual Property Assignment Confirmation (this "Confirmation") is deliv …

2022-04-04 · closing-checklist.xlsx

… E SOS, File No. 6198274); (b) Bylaws; (c) Board Written Consent dated April 4, 2022. Confirms good standing in Delaware and qualification to do business in Texas (TX SOS Fil …

2022-04-04 · closing-letter-to-client.docx

… he Board of Directors of Brightfield Cloud Services Inc., dated as of April 4, 2022 (the "Board Consent"), was executed by all three (3) members of the Company's Board of Di …

2022-04-04 · secretarys-certificate.docx

… imous Written Consent of the Board of Directors of the Company, dated April 4, 2022 (the "Board Written Consent"). The Board Written Consent was duly executed by all members …

2022-04-04 · board-written-consent-safe-issuance.docx

… (a Delaware corporation) IN LIEU OF A SPECIAL MEETING Effective as of April 4, 2022 The undersigned, constituting all of the members of the Board of Directors (the "Board") …

2022-04-04 · pro-rata-side-letter.docx

… nimous Written Consent of the Board of Directors of the Company dated April 4, 2022. No further consent or authorization of the Company, its board of directors, or its stock …

2022-04-04 · safe-instrument-post-money-valuation-cap.docx

… ng the Written Consent of the Board of Directors of the Company dated April 4, 2022 (the "Board Written Consent"), which Board Written Consent authorized the issuance of SAF …

2022-03-28 · closing-checklist.xlsx

2022-03-21 · closing-checklist.xlsx

… hares ~1,366,995. Delivered to Holloway, Fenn & Archer LLP and BCS on March 21, 2022. | Calderwood & Harkness LLP / Christy Bauer | 2022-03-21 | 2022-03-21 | Complete C. FOUN …

2022-03-21 · capitalization-table-memo.xlsx

… up Reviewed By | George Trujillo, Responsible Partner Date Prepared | March 21, 2022 Status | CONFIDENTIAL — Attorney Work Product Purpose | Internal memorandum and working s …

2022-03-18 · closing-checklist.xlsx

… ments received from Diana Whitford (HFA) | Redline of SAFE instrument 2022-03-18 | Tax Memorandum — SAFE Characterization completed | Prepared by Garrett Simmons 2022-03- …

2022-03-18 · tax-memorandum-safe-characterization.docx

… te FROM: Garrett Simmons, Working Associate, Tax Practice Group DATE: March 18, 2022 RE: Federal Income Tax Characterization of Post-Money SAFEs — Brightfield Cloud Services …

2022-03-15 · tax-memorandum-safe-characterization.docx

… ,000 and no discount rate. Each SAFE was executed between March 1 and March 15, 2022, and the aggregate proceeds have been deposited into the Company's operating account at H …

2022-03-14 · closing-checklist.xlsx

… circulated to Holloway, Fenn & Archer LLP | Prepared by Christy Bauer 2022-03-14 | Investor counsel comments received from Diana Whitford (HFA) | Redline of SAFE instrume …

2022-03-07 · closing-checklist.xlsx

… engagement letter executed | Matter No. 1042-00002; flat fee $35,000 2022-03-07 | First draft of SAFE instrument circulated to Holloway, Fenn & Archer LLP | Prepared by …

2022-02-28 · closing-checklist.xlsx

2022-02-28 · closing-letter-to-client.docx

… , pursuant to the engagement letter between C&H and the Company dated February 28, 2022 (the "Engagement Letter"). This letter (this "Closing Letter") sets forth a summary of th …

2022-02-28 · engagement-letter-bcs-safe-round.docx

… : (713) 555-4800 Facsimile: (713) 555-4801 www.calderwoodharkness.com February 28, 2022 VIA EMAIL AND FIRST CLASS MAIL Brightfield Cloud Services Inc. Attention: Devin Mallory, …

2022-02-28 · board-written-consent-safe-issuance.docx

… der the terms and conditions set forth in the engagement letter dated February 28, 2022, between the Company and Calderwood & Harkness LLP (including a flat fee of Thirty-Five T …

2022-02-14 · closing-checklist.xlsx

… allory introduced to Lorraine Chastain | Austin tech networking event 2022-02-14 | Non-binding term sheet circulated to prospective angel investors | Post-money SAFE; $12 …

2022-02-14 · engagement-letter-bcs-safe-round.docx

… ent The Firm notes that, pursuant to the non-binding term sheet dated February 14, 2022, between the Company and the lead investor, the Company has agreed to reimburse the legal …