Cloudastructure Inc-A美股招股说明书(2025-01-31版)

This prospectus relates to the registration of the resale of up to 1,701,338 shares of our Class A commonstock (our “Class A common stock”) by our stockholders identified in this prospectus (the “RegisteredStockholders”), in connection with our direct listing (the “Direct Listing”), on the Nasdaq Capital Market(“Nasdaq”). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten ona firm-commitment basis by any investment bank. The Registered Stockholders may, or may not, elect to sell theirshares of Class A common stock covered by this prospectus, as and to the extent they may determine. TheRegistered Stockholders may offer, sell or distribute all or a portion of the shares of Class A common stock herebyregistered publicly or through private transactions at prevailing market prices or at negotiated prices. If theRegistered Stockholders choose to sell their shares of Class A common stock, we will not receive any proceeds fromthe sale of shares of Class A common stock by the Registered Stockholders. Our board of directors and our stockholders each approved a 1-for-6 reverse stock split of all classes of ourissued and outstanding capital stock (the “Reverse Stock Split”). On October 24, 2024, we filed an amended andrestated certificate of incorporation with the State of Delaware to immediately effect the Reverse Stock Split. Allshare and per share information in this prospectus are presented after giving effect to the Reverse Stock Splitretrospectively for all periods presented, unless otherwise stated or the context otherwise requires. No public market for our Class A common stock currently exists, and our shares of Class A common stockhave a limited history of trading in private transactions. On July 14, 2020, we commenced an offering of units underthe exemption from registration provided by Tier 2 of Regulation A under the Securities Act of 1933, as amended(the “Securities Act”). Each unit consisted of two shares of our Class A common stock and one warrant to purchaseone share of Class A common stock for a period of 18 months following the date of issuance. Through August 24,2021, the purchase price of each unit was $6.00 per unit, and the exercise price of each warrant was $4.50 perwarrant share. On August 25, 2021, we updated the purchase price of each unit to $7.20 per unit, and the exerciseprice of each warrant to $5.40 per warrant share. On May 19, 2022, we again updated the purchase price of each unitto $12.00 per unit, and the exercise price of each warrant to $9.00 per warrant share. As of September 30, 2024, wehad issued approximately 12.1 million shares of Class A common stock in our Regulation A offering, includingshares issued upon exercise of our outstanding warrants, and approximately 15,262 warrants remained outstanding. Recent purchase prices of our Class A common stock in private transactions may have little or no relationto the opening public price of our shares of Class A common stock on Nasdaq or the subsequent trading price of ourshares of Class A common stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock.”Further, the listing of our Class A common stock on Nasdaq, without a firm-commitment underwritten offering, is anovel method for commencing public trading in shares of our Class A common stock and, consequently, the tradingvolume and price of shares of our Class A common stock may be more volatile than if shares of our Class Acommon stock were initially listed in connection with an initial public offering underwritten on a firm-commitmentbasis. On the day that our shares of Class A common stock are initially listed on Nasdaq, Nasdaq will beginaccepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicativeCurrent Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price iscalculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicativeimbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “DisplayOnly” period, a “Pre-Launch” period begins, during which Maxim Group LLC (the “Advisor”), in its capacity as ourfinancial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are“ready to trade.” Once the Advisor has notified Nasdaq that our shares of Class A common stock are ready to trade,Nasdaq will calculate the Current Reference Price for our shares of Class A common stock, in accordance withNasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a pricevalidation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaqmay consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes ofapplying such test iteratively until the val