IPO - CLOUDASTRUCTURE, INC.

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Form Type: S-1/A

Filing Date: 2025-05-13

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825003466

Filing Summary: Cloudastructure, Inc. filed Amendment No. 2 to its Form S-1 Registration Statement on May 13, 2025. This amendment serves as an exhibits-only filing and includes only the facing page, an explanatory note, Item 16(a) from Part II, the signature page, and the filed exhibits. The remainder of the registration statement remains unchanged and is therefore omitted. The company is categorized as a smaller reporting company and an emerging growth company. The approximate date for the commencement of the proposed sale to the public is as soon as practicable after the effective date of this registration statement. Additionally, the statement indicates that the registration may include securities offered on a delayed or continuous basis. Several financial statement schedules are omitted as they are either not required or already presented in the financial statements or accompanying notes.

Additional details:

Exhibit Number: 3.1

Description: Amended and Restated Certificate of Incorporation of the registrant, as currently in effect

Filing Date: 2024-10-24


Exhibit Number: 3.2

Description: Form of Certificate of Designations of Preferences and Rights of Series 1 Convertible Preferred Stock

Filing Date: 2024-11-29


Exhibit Number: 3.3

Description: Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock

Filing Date: 2025-03-26


Exhibit Number: 4.2

Description: Form of Warrant

Filing Date: 2024-09-26


Exhibit Number: 10.8

Description: Amended and Restated Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated January 22, 2025

Filing Date: 2025-01-27


Exhibit Number: 10.10

Description: Engagement Letter between Cloudastructure, Inc. and Maxim Group LLC, dated April 25, 2024

Filing Date: 2025-02-06


Form Type: S-1/A

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825003240

Filing Summary: Cloudastructure, Inc. filed an amendment to their Form S-1 registration statement on May 7, 2025, to include details regarding the offer and resale of up to 8,000,000 shares of Class A common stock, for which the selling stockholder, Streeterville Capital, LLC, will receive the proceeds. The filing outlines the recent financing activities, including the Series 2 Equity Financing, where Cloudastructure agreed to issue up to $40 million of convertible preferred stock. Furthermore, a previous waiver agreement allowed for additional shares to be issued under certain waived conditions. The company has positioned itself as an emerging growth company and a smaller reporting company, indicating compliance with reduced reporting requirements. They highlighted their cloud-based AI surveillance technology's effectiveness in enhancing security and reducing crime, aiming to expand their customer base and market presence. The registration statement emphasizes that the common stock offering is subject to effectiveness by the SEC, and no Class A common stock will be sold by Cloudastructure nor will it receive proceeds from the resale by Streeterville. The last reported sale price of their stock was $4.58 per share on Nasdaq.

Additional details:

Class A Common Stock Offered: 8000000


Preferred Equity Financing Amount: 40000000


Recent Class A Stock Price: 4.58


Emerging Growth Company: 1


Smaller Reporting Company: 1


Form Type: S-1

Filing Date: 2025-04-21

Corporate Action: Ipo

Type: New

Accession Number: 000168316825002712

Filing Summary: Cloudastructure, Inc. is filing a Form S-1 registration statement to offer up to 8,000,000 shares of Class A common stock, par value $0.0001 per share, which can be issued upon conversion of its Series 2 Convertible Preferred Stock held by Streeterville Capital, LLC. The Company entered into a Securities Purchase Agreement with Streeterville on March 21, 2025, to issue up to $40 million of Series 2 Preferred, with initial sales occurring on March 25, 2025, and additional shares sold on April 11, 2025. Cloudastructure is identified as an emerging growth and smaller reporting company, intending to leverage reduced public company reporting requirements. The Class A common stock is listed on the Nasdaq Capital Market under the symbol 'CSAI', and as of April 17, 2025, was priced at $4.58 per share. The Company’s business focuses on AI-driven video surveillance and Remote Guarding services geared toward the property management sector, targeting expansion and new market entries in 2025.

Additional details:

Company Name: Cloudastructure, Inc.


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


Phone Number: (650) 644-4160


Agent Name: James McCormick


Selling Stockholder: Streeterville Capital, LLC


Offered Shares: 8,000,000 shares


Price Per Share: $0.0001


Last Reported Sale Price: $4.58


Date Initial Closing: 2025-03-25


Amount Initial Closing: 4,500 shares for $4,500,000


Date Additional Closing: 2025-04-11


Amount Additional Closing: 3,000 shares for $3,000,000


Suspension Condition: Event of default

Conversion Price: $10.00 per share


Form Type: 424B4

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: New

Accession Number: 000168316825001090

Filing Summary: Cloudastructure, Inc. filed a registration statement for the offer and sale of up to 7,865,915 shares of Class A common stock. The shares are being sold by Selling Stockholders, including Streeterville Capital, LLC and Maxim Partners, resulting from the conversion of Series 1 Convertible Preferred Stock and pre-delivery shares. The registration is linked to an Equity Financing finalized on January 29, 2025, where Streeterville acquired the Series 1 Preferred and Pre-Delivery Shares at substantial values. The document outlines the company's business model, focused on AI-based video surveillance services and growth in the property management sector. It notes the stock's recent trading price and emphasizes the associated risks with investment in these shares, including potential market impacts from the sale of large volumes by existing shareholders. Cloudastructure also underwent a 1-for-6 reverse stock split in 2024, adjusting its authorized capital stock significantly. The management aims to further develop its innovative solutions and expand into new markets, while also detailing risks including dependence on capital, competition, and data privacy issues.

Additional details:

Class A Common Stock Offered: 7865915


Equity Financing Date: 2025-01-29


Purchase Price Series 1 Preferred: 6300000


Pre Delivery Shares Price: 72


Conversion Price Series 1 Preferred: 9.00


Last Reported Share Price: 13.03


Form Type: S-1/A

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825000998

Filing Summary: Cloudastructure, Inc. is conducting an initial public offering (IPO) by amending its registration statement on Form S-1 to sell up to 7,865,915 shares of Class A common stock, including 7,000,000 shares issuable upon conversion of its Series 1 Convertible Preferred Stock to Streeterville Capital, LLC, 720,000 pre-delivery shares issued to Streeterville, and 145,915 shares to Maxim Partners, LLC. The Series 1 Preferred Stock, with a stated value of $1,111, carries a 10% annual return, convertible at $9.00 per share. The proceeds from the sales will go to the selling stockholders and not to Cloudastructure. The company's Class A common stock is currently listed on Nasdaq under the symbol CSAI. Recent trading price before the amendment was $13.03 per share. On October 24, 2024, a 1-for-6 reverse stock split was executed, affecting all stock information presented in the prospectus. Cloudastructure positions itself as a provider of cloud-based AI video surveillance, emphasizing its innovative Remote Guarding services that leverage AI for proactive crime prevention.

Additional details:

Company Name: Cloudastructure, Inc.


Contact Address: 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301


Ceo: James McCormick


Agent Name: Vanessa Schoenthaler, Esq.


Agent Firm: Saul Ewing LLP


Agent Contact: (212) 980-7208


Market: Nasdaq


Symbol: CSAI


Last Reported Price: $13.03


Offering Amount: 7,865,915


Class A Common Stock Converted To: Streeterville Capital, LLC


Series 1 Preferred Stock Price: $6,300,000


Pre Delivery Shares Price: $72.00


Additional Reinvestment Right: $3,150,000


Form Type: CORRESP

Filing Date: 2025-02-13

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000999

Filing Summary: Cloudastructure, Inc. submitted a correspondence to the U.S. Securities and Exchange Commission (SEC) requesting the effective date for their Registration Statement on Form S-1, which is set to become effective on February 14, 2025, at 4:00 p.m. Eastern Time. The request was made in accordance with Rule 461 under the Securities Act of 1933. The company authorized Vanessa Schoenthaler of Saul Ewing LLP to make this request on their behalf and provided contact information for confirmation and inquiries.

Additional details:

Registration Statement File No: 333-284717


Effective Date: 2025-02-14


Contact Person: Vanessa Schoenthaler


Counsel Phone: (212) 980-7208


Registrant Representative: James McCormick


Form Type: S-1/A

Filing Date: 2025-02-13

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825000968

Filing Summary: Cloudastructure, Inc. has filed an amendment to its registration statement under Form S-1, relating to the offering of up to 7,865,915 shares of Class A common stock. The selling stockholders will be Streeterville Capital, LLC and Maxim Partners, LLC. The issuance includes 7,000,000 shares to be issued upon the conversion of Series 1 Convertible Preferred Stock acquired for $6,300,000, along with pre-delivery shares. The Series 1 Preferred accrues a 10% return and can be converted at a price of $9.00 per share. The registration statement aims for an initial public offering in relation to the company's equity financing and broader market entry aims, including the expansion of customer contracts in property management sectors. Cloudastructure identifies itself as an emerging growth and smaller reporting company, complying with reduced reporting requirements. This update reflects ongoing efforts for capital raising and public offering, particularly targeting the proptech market, where the company has reported significant traction since its formation in 2003, driven primarily by funding raised under Regulation A of the Securities Act in early 2021. As of the filing date, shares of Class A common stock are listed on Nasdaq under the symbol 'CSAI'.

Additional details:

Date Of Commencement: As soon as practicable after the effective date


Total Shares Offered: 7,865,915


Class A Common Stock Price On Nasdaq: $13.03


Estate Value Of Series 1 Preferred: $1,111


Rate Of Return On Series 1 Preferred: 10% per annum


Initial Conversion Price: $9.00


Purchase Price Of Pre Delivery Shares: $72.00


Closing Date Of Equity Financing: 2025-01-29


Amount Of Additional Reinvestment Rights: $3,150,000


Form Type: S-1

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000758

Filing Summary: Cloudastructure, Inc. is filing for an IPO through the S-1 registration statement with the SEC. They are offering 7,865,915 shares of Class A common stock, which includes shares for conversion of Series 1 Convertible Preferred Stock and pre-delivery shares issued to Streeterville Capital, LLC. The total proceeds from the preferred stocks amount to $6,300,000 and the pre-delivery shares are valued at $72. The S-1 aims to allow the Selling Stockholders to resell their shares, with no proceeds from the offering going to the company. The company operates within the AI video surveillance sector with contracts with top property management firms, focusing on enhancing security through their solutions and aiming to expand market presence.

Additional details:

Company Address: 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301


Contact Name: James McCormick


Contact Title: Chief Executive Officer


Agent Name: Vanessa Schoenthaler, Esq.


Agent Firm: Saul Ewing LLP


Agent Address: 1270 Avenue of the America, Suite 2800, New York, New York 10020


Number Of Shares Offered: 7,865,915


Class Of Stock: Class A Common Stock


Symbol: CSAI


Last Sale Price: 13.03


Closing Date: 2025-01-29


Preferred Stock Value: $1,111


Dividend Rate: 10% per annum


Initial Conversion Price: $9.00 per share


Reverse Stock Split Ratio: 1-for-6


Form Type: 424B4

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000623

Filing Summary: Cloudastructure, Inc. is conducting a direct listing of up to 1,701,338 shares of its Class A common stock on the Nasdaq Capital Market, slated to begin trading on or about January 30, 2025. The shares will be sold by registered stockholders and will not be underwritten by any investment bank. The company underwent a 1-for-6 reverse stock split, effective October 24, 2024, and all share information in this prospectus reflects that split. There is currently no public market for the Class A common stock, and past private transaction prices may not be indicative of future listings on Nasdaq. The prospectus highlights Cloudastructure's business in AI-based video surveillance and Remote Guarding, supported by significant funding garnered under Regulation A, with contracts with major property management companies. The document also outlines various risk factors including technology development, data security, competitive pressures, and the challenges associated with being a newly public company. The company was initially incorporated in 2003 and has transitioned through several phases to reach its current offering.

Additional details:

Share Class: Class A Common Stock


Registered Stockholders: 1,701,338 shares


Reverse Stock Split Ratio: 1-for-6


Expected Listing Date: 2025-01-30


Capital Stock Authorization: 500,000,000 shares


Emerging Growth Company: true


Smaller Reporting Company: true


Form Type: 8-A12B

Filing Date: 2025-01-28

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000557

Filing Summary: Cloudastructure, Inc. has filed Form 8-A12B for the registration of its Class A common stock, with a par value of $0.0001 per share, to be listed on the Nasdaq Capital Market. This registration is effective under Section 12(b) of the Securities Exchange Act of 1934 and relates to the company’s transition as a publicly traded entity. The filing indicates that this action follows a Regulation A offering with the corresponding Securities Act registration statement being file number 333-282038. The company is organized in Delaware and has its principal executive offices located in Palo Alto, California, and the registration statement includes a description of the common stock under the heading 'Description of Capital Stock.' No additional exhibits are required as no other securities are currently registered on the Nasdaq.

Additional details:

Title Of Each Class To Be Registered: Class A common stock


Name Of Each Exchange: Nasdaq Capital Market


Securities Act Registration Statement File Number: 333-282038


Form Type: S-1/A

Filing Date: 2025-01-27

Corporate Action: Ipo

Type: New

Accession Number: 000168316825000544

Filing Summary: Cloudastructure, Inc. is filing this Form S-1/A as Amendment No. 9 to register the resale of 1,701,338 shares of its Class A common stock by stockholders in connection with its Direct Listing on the Nasdaq Capital Market, which is distinct from a conventional IPO. This registration represents a direct listing that is not underwritten by investment banks on a firm-commitment basis. The company has completed a reverse stock split of all classes of its capital stock at a ratio of 1-for-6, effective October 24, 2024, and expects to list its Class A common stock under the symbol 'CSAI'. The prospectus outlines the business and operations of Cloudastructure, highlighting its cloud-based AI surveillance services for the property management industry, providing real-time security solutions and securing contracts with major property management companies. It addresses risks associated with technology development, customer concentration, competition, and ongoing operating losses. The document emphasizes the high degree of risk involved in investing in the Class A common stock.

Additional details:

Title Of Securities To Be Registered: Class A common stock


Amount To Be Registered: 1,701,338


Proposed Maximum Offering Price Per Share: Not applicable


Proposed Maximum Aggregate Offering Price: Not applicable


Amount Of Registration Fee: Not applicable


Company Name: Cloudastructure, Inc.


State Of Incorporation: Delaware


Irs Employer Identification Number: 87-0690564


Risk Factors Summary: Numerous risks including potential liabilities from security breaches, dependency on attracting skilled employees, increased costs of operating as a public entity, limited operating history, and ongoing financial losses.


Business Overview: Cloudastructure provides AI-based video surveillance and Remote Guarding services specifically aimed at improving safety and efficiency for property management.


Expected Trading Start: January [·], 2025


Listing Condition: Approval from Nasdaq for the listing of its Class A common stock.


Previous Public Offering: The company raised over $35 million under Regulation A before this direct listing.


Form Type: DRSLTR

Filing Date: 2024-07-08

Corporate Action: Ipo

Type: New

Accession Number: 000168316824004704

Filing Summary: Cloudastructure, Inc. has submitted a draft Registration Statement on Form S-1 for confidential nonpublic review by the U.S. Securities and Exchange Commission. This registration statement pertains to the resale of the Company’s Class A common stock. The Company plans to publicly file this Registration Statement and its non-public draft submissions at least 15 days before the expected effectiveness date of the Registration Statement.

Additional details:

Registration Statement Type: S-1


Contact Name: Vanessa Schoenthaler


Contact Phone: (212) 980-7208


Contact Email: [email protected]


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