Cloudastructure, Inc. S-1

Table of Contents

Registration No. 333-284717

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

Amendment No. 2

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

_________________________________

Cloudastructure, Inc.

(Exact name of registrant as specified in its charter)

Delaware

7370

87-0690564

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

_________________________________

228 Hamilton Avenue, 3rd Floor
Palo Alto, California 94301

(650) 644-4160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_________________________________

James McCormick

Chief Executive Officer

Cloudastructure, Inc.

228 Hamilton Avenue, 3rd Floor
Palo Alto, California 94301

(650) 644-4160

Copies to:

Vanessa Schoenthaler, Esq.

Saul Ewing LLP

1270 Avenue of the America, Suite 2800

New York, New York 10020

(212) 980-7208

(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: As soon as practicable after the effective date of this registration statement.

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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS
(Subject to Completion)
Dated February 13, 2025

7,865,915 Shares of Class A Common Stock

This prospectus relates to the offer and sale from time to time by the Selling Stockholders (as hereinafter defined), of up to an aggregate of 7,865,915 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Cloudastructure, Inc., a Delaware corporation (the “Company,” “we,” “our,” “us,” or other similar pronouns), consisting of: (i) up to 7,000,000 shares of Class A common stock issuable to Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”) upon the conversion of the Company’s Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred”), (ii) 720,000 shares of Class A common stock that constitute pre-delivery shares (the “Pre-Delivery Shares”) issued to Streeterville, and (iii) 145,915 shares of Class A common stock issued to Maxim Partners, LLC, a Delaware limited liability company (“Maxim Partners,” and together with Streeterville, the “Selling Stockholders”). The Series 1 Preferred and the Pre-Delivery Shares were issued to Streeterville pursuant to a Securities Purchase Agreement, entered into on November 25, 2024, as amended by Amendment No. 1 to Securities Purchase Agreement, dated January 16, 2025, and Amendment No. 2 to Securities Purchase Agreement, dated January 29, 2025 (as so amended, the “Securities Purchase Agreement” or “Equity Financing”). Upon closing of the Equity Financing, on January 29, 2025 (the “Closing Date”), Streeterville acquired the Series 1 Preferred for a purchase price of $6,300,000 and the Pre-Delivery Shares for a purchase price of $72.00. Each share of Series 1 Preferred has a stated value of $1,111 (the “Stated Value”), accrues a rate of return on the Stated Value of 10% per annum, and may be converted into Class A common stock at an initial conversion price of $9.00 per share. In addition, Streeterville, for a period ending on the later of (i) two years from the Closing Date, and (ii) the date on which it no longer holds any Series 1 Preferred, will have the right, but not the obligation, to reinvest up to an additional $3,150,000 into the Company in one or more tranches (of at least $100,000) on substantially similar terms as to the Equity Financing. Streeterville will also have the right, for a period ending six months after it no longer holds any Series 1 Preferred or is not otherwise owed any obligations from the Company, to participate in up to 30% of the amount any debt or equity financing that we consummate. The Class A common stock were issued to Maxim Partners pursuant to a letter agreement, entered into on April 25, 2024 (the “Engagement Letter”), with Maxim Group LLC, a New York limited liability company (“Maxim Group” and together with Maxim Partners, and their respective affiliates and subsidiaries, “Maxim”), under the terms of which Maxim provided us with financial advisory and investment banking services in connection with our direct listing on the Nasdaq Capital Market (“Nasdaq”).

We are not offering any shares of Class A common stock for sale under this prospectus and will not receive proceeds from the resale of shares by the Selling Stockholders. The Selling Stockholders or its pledgees, assignees or successors in interest may sell or otherwise dispose of the Class A common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A common stock covered by this prospectus in the section titled “Plan of Distribution” on page 78. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the Class A common stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A common stock with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders and any underwriters, broker-dealers or agents that participate in the sale of our Class A common stock may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

Our Class A common stock is listed on the Nasdaq, under the symbol “CSAI.” On February 4, 2025, the last reported sale price of our Class A common stock on Nasdaq was $13.03 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Class A common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 10 of this prospectus for the risks and uncertainties you should consider before investing in our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated February 13, 2025

TABLE OF CONTENTS

About This Prospectus	1

Trademarks, Service Marks and Tradenames	2

Market and Industry Data	3

Cautionary Note Regarding Forward-Looking Statements	4

Prospectus Summary	5

Summary Financial and Other Data	9

Risk Factors	10

Use of Proceeds	27

Dividend Policy	28

Capitalization	29

Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Business	44

Management	63

Executive and Director Compensation	69

Certain Relationships and Related Person Transactions	75

Principal Stockholders	76

Selling Stockholders	78

Description of Capital Stock	79

Shares Eligible for Future Sale	86

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock	88

Plan of Distribution	92

Legal Matters	94

Experts	94

Where You Can Find Additional Information	94

Index to Consolidated Financial Statements	F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus or in any applicable prospectus supplement prepared by us or on our behalf. Neither we nor the Selling Stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders may, from time to time, sell the Class A common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”. You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our Class A common stock.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

Our board of directors and our stockholders each approved a 1-for-6 reverse stock split of all classes of our issued and outstanding c

Amendment: SEC Form S-1/A filed by Cloudastructure Inc.