Cloudastructure Inc. Files S-1/A Amendment

TL;DR

Cloudastructure IPO update filed 8/18. Formerly Connexed Tech.

AI Summary

Cloudastructure, Inc. filed an S-1/A amendment on August 18, 2025, for its initial public offering. The company, formerly known as Connexed Technologies Inc. until June 19, 2017, is incorporated in Delaware and headquartered in Palo Alto, California. This filing is an amendment to their existing registration statement.

Why It Matters

This S-1/A filing indicates Cloudastructure, Inc. is moving forward with its IPO process, providing updated information to potential investors.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company in the process of going public, which inherently carries risks associated with market reception and business execution.

Key Numbers

• 333-288637 — SEC Registration Number (Identifies the specific registration statement with the SEC.)

Key Players & Entities

• Cloudastructure, Inc. (company) — Registrant
• Connexed Technologies Inc. (company) — Former company name
• August 18, 2025 (date) — Filing date
• June 19, 2017 (date) — Date of name change
• Delaware (jurisdiction) — State of incorporation
• Palo Alto, California (location) — Business address
• 333-288637 (registration_number) — SEC registration number

FAQ

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share (the "Class A common stock"),
• $50,000,000 — We may receive gross proceeds of up to $50,000,000 from the sale of our Class A common sto
• $35 million — up until early 2021 when we raised over $35 million in funding under Regulation A of the Se
• $15,000 — f any, Atlas will be entitled to deduct $15,000 to cover its legal and due diligence fe
• $1.235 b — total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal
• $700.0 million — common stock held by non-affiliates was $700.0 million or more as of the last business day of
• $1.0 billion — date on which we have issued more than $1.0 billion in non-convertible debt securities duri
• $250 million — common stock held by non-affiliates is $250 million or more measured on the last business d
• $100 million — r, or our annual revenues are less than $100 million during the most recently completed fisc
• $700 million — common stock held by non-affiliates is $700 million or more measured on the last business d
• $50.0 million — o this prospectus. We may receive up to $50.0 million aggregate gross proceeds under the Purc
• $25,000 — i) in a minimum amount of not less than $25,000, and (ii) in a maxi

Filing Documents

• cloudastructure_s1a1.htm (S-1/A) — 298KB
• cloudastructure_ex0501.htm (EX-5.1) — 17KB
• cloudastructure_ex2301.htm (EX-23.1) — 3KB
• image_003.jpg (GRAPHIC) — 4KB
• image_005.jpg (GRAPHIC) — 11KB
• varnumlogo.jpg (GRAPHIC) — 9KB
• 0001683168-25-006283.txt ( ) — 582KB
• csai-20250711.xsd (EX-101.SCH) — 3KB
• csai-20250711_lab.xml (EX-101.LAB) — 34KB
• csai-20250711_pre.xml (EX-101.PRE) — 22KB
• cloudastructure_s1a1_htm.xml (XML) — 3KB

Risk Factors

Risk Factors 6 The Atlas Transaction 7

Use of Proceeds

Use of Proceeds 11 Selling Stockholder 12

Description of Capital Stock

Description of Capital Stock 14 Plan of Distribution 22 Legal Matters 24 Experts 24 Where You Can Find Additional Information 24 Incorporation of Certain Documents by Reference 24 Part II II-1 Information Not Required in Prospectus II-1 Exhibit Index II-7

Signatures

Signatures II-9 Neither we nor the Selling Stockholder has authorized anyone to provide any information to you other than the information contained in this prospectus and the documents incorporated by reference herein. Neither we nor the Selling Stockholder take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give to you. This prospectus is an offer to sell only the shares of Class A common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or incorporated by reference herein is current only as of its date, regardless of its time of delivery or the time of any sale of shares of Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that can involve substantial risks and uncertainties. All including statements regarding our future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions, or strategies regarding the future. These statements involve known and unknown risks, uncertainties and other important factor

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of shares of our Class A common stock by Atlas pursuant to this prospectus. We may receive up to $50.0 million aggregate gross proceeds under the Purchase Agreement from any sales of shares of our Class A common stock we make to Atlas pursuant to the Purchase Agreement after the commencement, assuming that we sell the full amount of our Class A common stock that we have the right, but not the obligation to sell to Atlas under the Purchase Agreement. Any proceeds that we receive from sales of shares of our Class A common stock to Atlas under the Purchase Agreement will be used for general corporate purposes. See " Use of Proceeds ." Offering Price The Selling Stockholder will offer the shares of Class A common stock covered by this prospectus at the prevailing market prices or at privately negotiated prices.

Risk Factors

Risk Factors You should read the "Risk Factors" incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A common stock. Nasdaq Capital Market Symbol "CSAI" 5

RISK FACTORS

RISK FACTORS Investing in our Class A common stock involves a high degree of risk. Before you decide to invest in our Class A common stock, you should carefully consider the risks described in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K, and other filings we make with the SEC from time to time, which are incorporated by reference herein, together with the other information in this prospectus and documents incorporated by reference in this prospectus. The risks described in our most recent Annual Report on Form 10-K and the other filings incorporated by reference herein are not the only ones that we face. Additional risks and uncertainties may also impair our business operations. If any of the risks described in our most recent Annual Report on Form 10-K and the other filings incorporated by reference herein occur, our business, financial condition, results of operations and future growth prospects could be harmed. In these circumstances, the market price of our Class A common stock could decline, and you may lose all or part of your investment. 6 THE ATLAS TRANSACTION On November 25, 2024, we entered into the Purchase Agreement with Atlas, which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to cause Atlas to purchase (the "Put") up to an aggregate of $50,000,000 (the "Maximum Commitment Amount") of our Class A common stock over the Commitment Period (defined below). In consideration of Altas's commitment to purchase the Put Shares pursuant to the Purchase Agreement, we have issued 373,134 Commitment Shares to Atlas. See "Commitment Shares" below for more information. Concurrently with the Purchase Agreement, we entered into a Registration Rights Agreement (the "Registration Rights Agreement") typical for transactions of this type with Atlas, pursuant to which we agreed to file one or more registration statements (each a "Registration Statement") registeri

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View this S-1/A filing on SEC EDGAR