sidus space inc-a美股招股说明书(2025-09-12版)

PRELIMINARY PROSPECTUSSUPPLEMENT SUBJECT TO COMPLETION DATED SEPTEMBER 12, 2025 (To Prospectus dated August 14, 2023) Sidus Space, Inc. We are offering shares of our Class A common stock at a public offering price of $on a best efforts basis. We are also offering pre-funded warrants to purchase up toshares of Class A common stock (“Pre-Funded Warrants”), in lieu ofshares of Class A common stock, exercisable at an exercise price of $0.001, to those purchasers whose purchase of common stock inthis offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning morethan 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A common stock immediately following theconsummation of this offering. The purchase price of each Pre-Funded Warrant is equal to $ . The Pre-Funded Warrants areimmediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. 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-15 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 September [], 2025, the closingprice as reported on The Nasdaq Capital Market was $[] per share. There is no established trading market for the Pre-FundedWarrants and we do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. 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 10. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities ordetermined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)Does not include a non-accountable expense allowance of 1% of the gross proceeds. See “Plan of Distribution” beginning on pageS-15 of this prospectus supplement for additional information regarding placement agent fees and estimated expenses. The delivery of securities to purchasers on or about, 2025, subject to the satisfaction of customary closing conditions. ThinkEquity TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiINFORMATION REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARYS-1THE OFFERINGS-8RISK FACTORSS-10USE OF PROCEEDSS-12DILUTIONS-13DESCRIPTION OF SECURITIES WE ARE OFFERINGS-14PLAN OF DISTRIBUTIONS-15LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND MORE INFORMATIONS-17INCORPORATION OF DOCUMENTS BY REFERENCES-18 PROSPECTUS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS6DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF WARRANTS16DESCRIPTION OF UNITS18LEGAL OWNERSHIP