Cloudastructure Files S-1 for Public Offering

TL;DR

Cloudastructure is going public, filing its S-1 for an IPO.

AI Summary

Cloudastructure, Inc. has filed an S-1 registration statement with the SEC, indicating its intent to offer securities to the public. 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 a preliminary step before a potential initial public offering (IPO).

Why It Matters

This S-1 filing signals Cloudastructure's move towards becoming a publicly traded company, which could provide it with capital for growth and increase its visibility in the market.

Risk Assessment

Risk Level: medium — As a preliminary S-1 filing, the specific risks associated with the offering, such as market conditions, competitive landscape, and financial performance, are not yet fully detailed but are inherent in any company seeking public investment.

Key Numbers

• 333-282038 — SEC File Number (Identifies the specific SEC registration filing.)
• 241292926 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• CLOUDASTRUCTURE, INC. (company) — Registrant
• Connexed Technologies Inc. (company) — Former Company Name
• 20170619 (date) — Date of Name Change
• Delaware (jurisdiction) — State of Incorporation
• 228 Hamilton Avenue, 3rd Floor Palo Alto, California 94301 (address) — Principal Executive Offices
• 650-644-4160 (phone_number) — Business Phone Number
• James McCormick (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — egistration Fee Class A common stock, $0.0001 par value per share Not applicable $
• $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
• $0.001 — ares of Class A common stock, par value $0.001 per share and (ii) [] shares of Class B
• $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

Filing Documents

• cloudastructure_s1.htm (S-1) — 1173KB
• cloudastructure_ex2302.htm (EX-23.2) — 3KB
• cloudastructure_ex107.htm (EX-FILING FEES) — 11KB
• image_001.jpg (GRAPHIC) — 6KB
• image_002.jpg (GRAPHIC) — 29KB
• image_003.jpg (GRAPHIC) — 150KB
• image_006.jpg (GRAPHIC) — 29KB
• image_007.jpg (GRAPHIC) — 23KB
• image_008.jpg (GRAPHIC) — 12KB
• 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_018.jpg (GRAPHIC) — 39KB
• image_019.jpg (GRAPHIC) — 11KB
• 0001683168-24-006311.txt ( ) — 2117KB

Risk Factors

Risk Factors 6 Cautionary Note Regarding Forward-Looking Statements 24 Market and Industry Data 25 Trademarks, Service Marks and Tradenames 26

Use of Proceeds

Use of Proceeds 26 Dividend Policy 26 Capitalization 27 Management’s Discussion and Analysis of Financial Condition and Results of Operations 28

Business

Business 41 Management 54 Executive and Director Compensation 59 Certain Relationships and Related Person Transactions 65 Principal and Registered Stockholders 66

Description of Capital Stock

Description of Capital Stock 68 Shares Eligible for Future Sale 73 Sale Price History of Our Capital Stock 75 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 76 Plan of Distribution 80 Legal Matters 84 Experts 84 Where You Can Find Additional Information 84 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 [] [], 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 is required, othe

View Full Filing

View this S-1 filing on SEC EDGAR