Cloudastructure Files S-1/A Amendment No. 2

TL;DR

Cloudastructure (fka Connexed Tech) filed S-1/A amendment 2. CEO James McCormick.

AI Summary

Cloudastructure, Inc. filed an S-1/A amendment on October 24, 2024, for its registration statement. The company, formerly known as Connexed Technologies Inc. until June 19, 2017, is based in Palo Alto, California, and its CEO is James McCormick. This filing is Amendment No. 2 to their Form S-1.

Why It Matters

This filing indicates ongoing regulatory processes for Cloudastructure, Inc. as it moves towards potential public trading or further disclosures required by the SEC.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to a company in the process of registering securities, which inherently carries risks associated with public offerings and market volatility.

Key Numbers

• Amendment No. 2 — Filing Amendment (This is the second amendment to the registration statement.)

Key Players & Entities

• Cloudastructure, Inc. (company) — Registrant
• Connexed Technologies Inc. (company) — Former company name
• James McCormick (person) — Chief Executive Officer
• 20241024 (date) — Filing date
• 20170619 (date) — Date of name change
• 333-282038 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — egistration Fee Class A common stock, $0.0001 par value per share 1,701,338 Not app
• $1.00 — 21, the purchase price of each unit was $1.00 per unit, and the exercise price of eac
• $0.75 — the exercise price of each warrant was $0.75 per warrant share. On August 25, 2021,
• $1.20 — ated the purchase price of each unit to $1.20 per unit, and the exercise price of eac
• $0.90 — d the exercise price of each warrant to $0.90 per warrant share. On May 19, 2022, we
• $2.00 — ated the purchase price of each unit to $2.00 per unit, and the exercise price of eac
• $1.50 — d the exercise price of each warrant to $1.50 per warrant share. As of June 30, 2024,
• $35 million — up until early 2021 when we raised over $35 million in funding under Regulation A of the Se

Filing Documents

• cloudastructure_s1a2.htm (S-1/A) — 1205KB
• cloudastructure_ex0301.htm (EX-3.1) — 120KB
• cloudastructure_ex0501.htm (EX-5.1) — 6KB
• cloudastructure_ex1002.htm (EX-10.2) — 66KB
• cloudastructure_ex1003.htm (EX-10.3) — 8KB
• cloudastructure_ex2302.htm (EX-23.2) — 3KB
• image_001.jpg (GRAPHIC) — 6KB
• image_002.jpg (GRAPHIC) — 29KB
• image_003.jpg (GRAPHIC) — 150KB
• image_009.jpg (GRAPHIC) — 53KB
• image_010.jpg (GRAPHIC) — 57KB
• image_012.jpg (GRAPHIC) — 43KB
• image_013.jpg (GRAPHIC) — 44KB
• image_014.jpg (GRAPHIC) — 68KB
• image_015.jpg (GRAPHIC) — 59KB
• image_017.jpg (GRAPHIC) — 50KB
• image_006.jpg (GRAPHIC) — 29KB
• image_007.jpg (GRAPHIC) — 23KB
• image_008.jpg (GRAPHIC) — 12KB
• image_004.jpg (GRAPHIC) — 7KB
• image_005.jpg (GRAPHIC) — 3KB
• image_120.jpg (GRAPHIC) — 6KB
• image_011.jpg (GRAPHIC) — 5KB
• 0001683168-24-007370.txt ( ) — 2296KB

Risk Factors

Risk Factors 7 Cautionary Note Regarding Forward-Looking Statements 25 Market and Industry Data 26 Trademarks, Service Marks and Tradenames 27

Use of Proceeds

Use of Proceeds 27 Dividend Policy 27 Capitalization 28 Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

Business

Business 42 Management 55 Executive and Director Compensation 60 Certain Relationships and Related Person Transactions 66 Principal and Registered Stockholders 67

Description of Capital Stock

Description of Capital Stock 69 Shares Eligible for Future Sale 74 Sale Price History of Our Capital Stock 76 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 77 Plan of Distribution 81 Legal Matters 85 Experts 85 Where You Can Find Additional Information 85 Index to Consolidated Financial Statements F-1 iii You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the Registered Stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared. Neither we nor any of the Registered Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their Class A common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since such date. Through and including November [ · ] , 2024 (the 25th day after the listing date of our Class A common stock), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. For investors outside the United of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose

View Full Filing

View this S-1/A filing on SEC EDGAR