Cloudastructure Files S-1 for IPO

TL;DR

Cloudastructure is filing to go public, get ready for some new tech stock!

AI Summary

Cloudastructure, Inc. filed an S-1 form on February 6, 2025, to register its securities for a potential initial public offering. The company, formerly Connexed Technologies Inc. until June 19, 2017, is based in Palo Alto, California, and operates in computer programming and data processing services. The filing details its financial structure, including common stock classes A and B, and additional paid-in capital as of various dates in 2023 and 2024.

Why It Matters

This S-1 filing signals Cloudastructure's intent to go public, which could provide it with capital for growth and increase its visibility in the tech sector.

Risk Assessment

Risk Level: medium — As a company preparing for an IPO, there is inherent risk associated with its future performance and market reception.

Key Numbers

• 2024-09-30 — Reporting Period End (Key financial data for Class A and Class B common stock, and additional paid-in capital are reported as of this date.)
• 2023-12-31 — Prior Year End (Financial data for Class A and Class B common stock, and retained earnings are reported as of this date.)

Key Players & Entities

• CLOUDASTRUCTURE, INC. (company) — Filer of the S-1 registration statement.
• Connexed Technologies Inc. (company) — Former name of Cloudastructure, Inc.
• 20170619 (date) — Date of name change from Connexed Technologies Inc. to Cloudastructure, Inc.
• 20250206 (date) — Filing date of the S-1 form.
• PALO ALTO, CA (location) — Location of Cloudastructure, Inc.'s business and mailing address.

FAQ

Key Financial Figures

• $0.0001 — ares of Class A common stock, par value $0.0001 per share (the "Class A common stock"),
• $6,300,000 — ies 1 Preferred for a purchase price of $6,300,000 and the Pre-Delivery Shares for a purch
• $72.00 — Delivery Shares for a purchase price of $72.00. Each share of Series 1 Preferred has a
• $1,111 — eries 1 Preferred has a stated value of $1,111 (the "Stated Value"), accrues a rate of
• $9.00 — stock at an initial conversion price of $9.00 per share. In addition, Streeterville,
• $3,150,000 — gation, to reinvest up to an additional $3,150,000 into the Company in one or more tranche
• $100,000 — ny in one or more tranches (of at least $100,000) on substantially similar terms as to t
• $13.03 — our Class A common stock on Nasdaq was $13.03 per share. We are an "emerging growth
• $35 million — up until early 2021 when we raised over $35 million in funding under Regulation A of the Se

Filing Documents

• cloudastructure_s1.htm (S-1) — 1443KB
• cloudastructure_ex1012.htm (EX-10.12) — 64KB
• cloudastructure_ex2302.htm (EX-23.2) — 3KB
• cloudastructure_ex107.htm (EX-FILING FEES) — 18KB
• image_001.jpg (GRAPHIC) — 6KB
• image_002.jpg (GRAPHIC) — 29KB
• image_003.jpg (GRAPHIC) — 150KB
• image_004.jpg (GRAPHIC) — 53KB
• image_005.jpg (GRAPHIC) — 57KB
• image_006.jpg (GRAPHIC) — 43KB
• image_007.jpg (GRAPHIC) — 44KB
• image_008.jpg (GRAPHIC) — 68KB
• image_009.jpg (GRAPHIC) — 59KB
• image_010.jpg (GRAPHIC) — 50KB
• image_011.jpg (GRAPHIC) — 29KB
• image_012.jpg (GRAPHIC) — 23KB
• image_013.jpg (GRAPHIC) — 12KB
• image_014.jpg (GRAPHIC) — 14KB
• image_015.jpg (GRAPHIC) — 5KB
• 0001683168-25-000758.txt ( ) — 5393KB
• csai-20240930.xsd (EX-101.SCH) — 23KB
• csai-20240930_cal.xml (EX-101.CAL) — 32KB
• csai-20240930_def.xml (EX-101.DEF) — 72KB
• csai-20240930_lab.xml (EX-101.LAB) — 172KB
• csai-20240930_pre.xml (EX-101.PRE) — 138KB
• cloudastructure_s1_htm.xml (XML) — 277KB

Use of Proceeds

Use of Proceeds 27 Dividend Policy 28 Capitalization

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 29

Business

Business 43 Management 62 Executive and Director Compensation 68 Certain Relationships and Related Person Transactions 74 Principal Stockholders 75 Selling Stockholders 77

Description of Capital Stock

Description of Capital Stock 78 Shares Eligible for Future Sale 85 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 87 Plan of Distribution 91 Legal Matters 93 Experts 93 Where You Can Find Additional Information 93 Index to Consolidated Financial Statements F-1 i ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or in any applicable prospectus supplement prepared by us or on our behalf. Neither we nor the Selling Stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the "SEC"). The Selling S

forward-looking statements by terms such as "anticipate," "believe," "contemplate," "continue,"

forward-looking statements by terms such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," or "would" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking the implementation of our business model and our strategic plans for our business, product, services and technology; our commercialization and marketing capabilities and strategy; our ability to establish or maintain collaborations or strategic relationships or obtain additional funding; our competitive position; the scope of protection that we able to establish and maintain for intellectual property rights covering our products, services and technology; developments and projections relating to our competitors and our industry; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; and the impact of new or existing laws and regulations on our business and strategy. We have based these forward-looking that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, including, but not limited to, those described in the section titled " Risk Factors " and elsewhere in this prospec

View Full Filing

View this S-1 filing on SEC EDGAR