CLOUDASTRUCTURE, INC.

Table of Contents

As filed with the Securities and Exchange Commission on April 21, 2025

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Cloudastructure, Inc.

(Exact name of registrant as specified in its charter)

**228 Hamilton Avenue,3rd Floor

Palo Alto, California 94301

(650) 644-4160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James McCormick Chief Executive Officer Cloudastructure, Inc. 228 Hamilton Avenue, 3rd Floor Palo Alto, California 94301 (650) 644-4160 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: ****

Vanessa Schoenthaler, Esq. ****

Saul Ewing LLP ****

1270 Avenue of the Americas, Suite 2800 ****

New York, New York 10020 ****

(212) 980-7208

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

*PROSPECTUS

(Subject to Completion)

Dated April 21, 2025*

8,000,000 Shares of Class A Common Stock

This prospectus relates to the offer and resale, from time to time, of up to 8,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Cloudastructure, Inc., a Delaware corporation (“Cloudastructure,” “we,” “us,” “our,” or the “Company”), issuable upon the conversion of our Series 2 Convertible Preferred Stock, par value $0.0001 per share (the “Series 2 Preferred”), held, or that are acquired, by Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” or the “Selling Stockholder”), or its pledgees, donees, transferees, assignees or other successors-in-interest.

On March 21, 2025, the Company and Streeterville entered into a Securities Purchase Agreement (the “Series 2 Securities Purchase Agreement” or “Series 2 Equity Financing”) pursuant to the terms of which we agreed to issue and sell to Streeterville up to $40,000,000 of Series 2 Preferred, on the terms and subject to the limitations and conditions set forth in the Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock. On March 25, 2025, at the initial closing of the Series 2 Equity Financing, we issued and sold 4,500 shares of Series 2 Preferred to Streeterville, for an aggregate purchase price of $4,500,000.

On April 11, 2025, we entered into a Supplement Terms Agreement with Streeterville, pursuant to which Streeterville agreed to waive the conditions precedent in the Series 2 Securities Purchase Agreement, and we issued and sold an additional 3,000 shares of Series 2 Preferred to Streeterville for an aggregate purchase price of $3,000,000.

We are not offering any Class A common stock for sale under this prospectus and will not receive proceeds from the resale of shares by the Selling Stockholder.

The Selling Stockholder may offer, sell, or distribute all or any portion of the shares of Class A common stock issuable upon conversion of the Series 2 Preferred from time to time directly or indirectly through one or more underwriters, broker-dealers, or agents, and in one or more public or private transactions, which may involve crosses or block transactions. The shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. See the section entitled “Plan of Distribution” for additional information.

We have agreed to bear all costs, fees and expenses incurred in effecting the registration of the shares. The Selling Stockholder will pay or assume all discounts, concessions, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred in connection with the sale of the shares of Class A common stock.

Our Class A common stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “CSAI.” On April 17, 2025, the last reported sale price of our Class A common stock on Nasdaq was $4.58 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Emerging Growth Company” and “Prospectus Summary—Smaller Reporting Company.”

Investing in our Class A common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 7 of this prospectus for the risks and uncertainties you should consider before investing in our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 21, 2025