Amendment: SEC Form S-1/A filed by Cloudastructure Inc.
As filed with the Securities and Exchange Commission on May 13, 2025
Registration No. 333-286654
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Amendment No. 2
to
FORM
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________________
(Exact name of registrant as specified in its charter)
| 7370 | ||||
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
_________________________________
(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 (650) 644-4160 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
_________________________________
Copies to:
Vanessa Schoenthaler, Esq.
Saul Ewing LLP
1270 Avenue of the Americas, 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 | ☐ |
| ☒ | 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.
EXPLANATORY NOTE
Cloudastructure, Inc. is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-286654) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules |
Exhibits
See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the accompanying notes.
| II-1 |
EXHIBIT INDEX
| II-2 |
| 10.15 | Amendment No. 3 to Securities Purchase Agreement, dated February 14, 2025, between Cloudastructure, Inc. and Streeterville Capital, LLC | 10-K | 001-42494 | 10.15 | March 31, 2025 | |||||
| 10.16 | Voting Agreement between Cloudastructure, Inc. and Rick Bentley, dated March 24, 2025 | 10-K | 001-42494 | 10.16 | March 31, 2025 | |||||
| 10.17 | Waiver Agreement Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 1, 2025 | 8-K | 001-42494 | 10.1 | April 1, 2025 | |||||
| 10.18 | Supplement Terms Agreement between Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 11, 2025 | 8-K/A | 001-42494 | 10.1 | April 17, 2025 | |||||
| 10.19 | Waiver Agreement Cloudastructure, Inc. and Streeterville Capital, LLC, dated April 11, 2025 | 8-K/A | 001-42494 | 10.2 | April 17, 2025 | |||||
| 10.20 | Waiver Agreement Cloudastructure, Inc. and Atlas Sciences, LLC, dated April 11, 2025 | 8-K/A | 001-42494 | 10.3 | April 17, 2025 | |||||
| 23.1* | Consent of Bush & Associates CPA, Independent Registered Public Accounting Firm | |||||||||
| 23.2* | Consent of Saul Ewing LLP (included in Exhibit 5.1) | |||||||||
| 24.1 | Power of Attorney (included on signature page). | |||||||||
| 107 | Filing Fee Table | |||||||||
| 101.INS | Inline XBRL Instance Document. | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||
* Filed herewith.
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, California, on May 13, 2025.
| CLOUDASTRUCTURE, INC. | ||
| By: | /s/ James McCormick | |
| James McCormick | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
We, the undersigned officers and directors of Cloudastructure, Inc., hereby severally constitute and appoint James McCormick and Greg Smitherman, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for us and in our name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ James McCormick | Chief Executive Officer, Director | May 13, 2025 | ||
| James McCormick | (Principal Executive Officer) | |||
| /s/ Greg Smitherman | Chief Financial Officer | May 13, 2025 | ||
| Greg Smitherman | (Principal Financial and Accounting Officer) | |||
| /s/ Craig Johnson | Director | May 13, 2025 | ||
| Craig Johnson | ||||
| /s/ Jeff Kirby | Director | May 13, 2025 | ||
| Jeff Kirby | ||||
| /s/ Ruba Qashu | Director | May 13, 2025 | ||
| Ruba Qashu |
| II-4 |