POSASR

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POSASR 1 d196462dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on October 8, 2021

Registration No. 333-229170

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-3

REGISTRATION STATEMENT NO. 333-229170

UNDER

THE SECURITIES ACT OF 1933

CLOUDERA, INC.

(Exact name of registrant as specified in its charter)

Delaware

26-2922329

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Cloudera, Inc.

5470 Great America Parkway

Santa Clara, CA 95054

(650) 362-0488

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Robert Bearden

Chief Executive Officer

Cloudera, Inc.

5470 Great America Parkway

Santa Clara, CA 95054

(650) 362-0488

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) deregisters all shares of common stock, par value $0.00005 per share (“Common Stock”), of Cloudera, Inc. (the “Registrant”) under the Registration Statement on Form S-3 (No. 333-229170), which was filed by the Registrant with the U.S. Securities and Exchange Commission on January 9, 2019, registering 942,876 shares of Common Stock (the “Registration Statement”).

On June 1, 2021, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sky Parent Inc. (“Parent”) and Project Sky Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, effective October 8, 2021, Merger Sub merged with and into the Registrant with the Registrant surviving the merger as a wholly-owned subsidiary of Parent.

As a result of the completion of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statement as of the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 8th day of October, 2021.


Cloudera, Inc.

By:		/s/ Robert Bearden
Name:		Robert Bearden
Title:		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated below.


Signature	Title	Date

/s/ Robert Bearden	Chief Executive Officer and Director (Principal Executive Officer)	October 8, 2021
Robert Bearden

/s/ Kevin Cook	Chief Financial Officer (Principal Financial Officer)	October 8, 2021
Kevin Cook

/s/ Scott Reasoner	Chief Accounting Officer (Principal Accounting Officer)	October 8, 2021
Scott Reasoner

/s/ David Howard	Director	October 8, 2021
David Howard