Sidus Space Inc-A美國股票招股说明书(2025-09-15版)

9,800,000Shares of Class A Common Stock Sidus Space, Inc. We are offering 9,800,000 shares of our Class A common stock at a public offering price of $1.00 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-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 12, 2025, the closingprice as reported on The Nasdaq Capital Market was $1.32 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding Class A common stock held by non-affiliates, or our public float, was $51,952,090 based on 25,342,433 outstanding shares of Class A common stock held by non-affiliatesand a per share price of $2.05, which was the closing price of our Class A common stock on July 17, 2025 and is the highest closingsale price of our Class A common stock on The Nasdaq Capital Market within the prior 60 days. In no event will we sell securitiespursuant to a Registration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of our publicfloat in any 12-month calendar period so long as our public float remains below $75 million and General Instruction I.B.6 ofRegistration Statement on Form S-3 continues to apply to us. As of the date of this prospectus supplement, we have sold $7,500,150 insecurities pursuant to General Instruction I.B.6. of Registration Statement on Form S-3 during the prior 12-month calendar period thatends on, and includes, the date of this prospectus supplement (but excluding this offering). We are thus currently eligible to offer andsell up to an aggregate of $9,817,213 of our securities pursuant to General Instruction I.B.6 of Form S-3. 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 1.0% of the gross proceeds. See “Plan of Distribution” beginning onpage S-15 of this prospectus supplement for additional information regarding placement agent fees and estimated expenses. The delivery of securities to purchasers on or about September 16, 2025, subject to the satisfaction of customary closing conditions. ThinkEquity The date of this prospectus supplement is September 14, 2025 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 M