Sidus Space Inc-A美股招股说明书(2025-07-28版)

(To Prospectus dated August 14, 2023) 7,143,000Shares of Class A Common Stock Sidus Space, Inc. We are offering 7,143,000 shares of our Class A common stock at a public offering price of $1.05 on a best efforts basis. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.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 notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agentfees 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 offeringwill not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described inthis prospectus supplement. In addition, because there is no escrow account and no minimum offering amount, investors could be in aposition where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack ofinterest 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-16 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 asreported on The Nasdaq Capital Market was $2.04 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, haveelected to comply with certain reduced public company reporting requirements. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page S-12. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. (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 sold in this offering and to reimburse the placement agent for certain offering-related expenses.See “Plan ofDistribution” beginning on page S-16 of this prospectus supplement for additional information regarding placement agent fees andcommissions and estimated expenses. The delivery of securities to purchasers on or about July 29, 2025, subject to the satisfaction of customary closing conditions. The date of this prospectus supplement is July 27, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1INFORMATION REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-10RISK FACTORSS-12USE OF PROCEEDSS-14DILUTIONS-15DESCRIPTION OF SECURITIES WE ARE OFFERINGS-16PLAN OF DISTRIBUTIONS-16LEGAL MATTERSS-19EXPERTSS-19WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION OF DOCUMENTS BY REFERENCES-20 PROSPECTUS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS6DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF WARRANTS16DESCRIPTION OF UNITS18LEGAL OWNERSHIP OF SECURITIES19PLAN OF DISTRIBUTION22LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF DOCUMENTS BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securitiesand Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering and also adds to and updates information co