IPO - CLOUDASTRUCTURE, INC.
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.
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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.
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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.
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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'.
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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.
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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.
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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.
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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.
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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.
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Additional details:
Registration Statement Type: S-1
Contact Name: Vanessa Schoenthaler
Contact Phone: (212) 980-7208
Contact Email: [email protected]
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