Sidus Space Inc-A美股市值招股说明书(2025-07-25版)

SUPPLEMENT(To Prospectus dated August 14, 2023) consummation of this offering. The purchase price of each Pre-Funded Warrant is equal to $are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectussupplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not fees to the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectussupplement. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangementfor funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing ofthis offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than allof the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despiteuncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled“Risk Factors” for more information. We will bear all costs associated with the offering. See “Plan of Distribution” on page S-18 ofthis prospectus supplement for more information regarding these arrangements.Our Class A common stock is listed on The Nasdaq Capital Market under the symbol “SIDU”. On July 24, 2025, the closing price as Placement agent fees(1)$$$Proceeds to us, before expenses$$$(1)Does not include a non-accountable expense allowance of 1% of the gross proceeds.In addition, we have agreed to issue theplacement agent or its designees warrants to purchase a number of shares of common stock equal to 5% of the shares of thecommon stock and Pre-Funded Warrants sold in this offering and to reimburse the placement agent for certain offering-relatedexpenses.See “Plan of Distribution” beginning on page S-18 of this prospectus supplement for additional information regarding ThinkEquityThe date of this prospectus supplement is, 2025 PROSPECTUS prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the combined. To the extent there is a conflict between the information contained in this prospectus supplement and the informationcontained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectussupplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date – for example, a document incorporated by We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. You should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated byreference herein and therein. We have not authorized, and the placement agent have not authorized, anyone to provide you withinformation that is different. The information contained in this prospectus supplement or the accompanying prospectus or incorporatedby reference herein or therein is accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of thedocuments described herein, but reference is made to the actual documents for complete information. All of the summaries arequalified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed orwill be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents asdescribed below in the section entitled “Where You Can Find More Information.”It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, respectively.This prospectus supplement and the accompanying prospectus contain and incorporate by reference market data and industry stati