CLOUDASTRUCTURE, INC.
For the period ended Mar 31, 2026. Filed Jul 17, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Jul 17, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
| Page No. | |||
|---|---|---|---|
| PART I. | FINANCIAL INFORMATION | 6 | |
| Item 1. | Financial Statements | 6 | |
| Condensed Consolidated Unaudited Balance Sheets at March 31, 2026 and December 31, 2025 | 6 | ||
| Condensed Consolidated Unaudited Statements of Operations for the Three Months Ended March 31, 2026 and March 31, 2025 | 7 | ||
| Condensed Consolidated Unaudited Statements of Temporary Equity and Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and March 31, 2025 | 8 | ||
| Condensed Consolidated Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2026 and March 31, 2025 | 9 | ||
| Notes to Condensed Consolidated Unaudited Interim Financial Statements | 10 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 38 | |
| Item 4. | Controls and Procedures | 38 | |
| PART II. | OTHER INFORMATION | 40 | |
| Item 1. | Legal Proceedings | 40 | |
| Item 1A. | Risk Factors | 40 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 | |
| Item 5. | Other Information | 41 | |
| Item 6. | Exhibits | 42 | |
| Signatures | 43 | ||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future”, “goal,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this report may include, but are not limited to, statements about:
| · | the implementation of our business model and our strategic plans for our business, product, services and technology; |
| · | our commercialization and marketing capabilities and strategy; |
| · | our ability to establish or maintain collaborations or strategic relationships or obtain additional funding; |
| · | our competitive position; |
| · | the scope of protection that we able to establish and maintain for intellectual property rights covering our products, services and technology; |
| · | developments and projections relating to our competitors and our industry; |
| · | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| · | the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; |
| · | our ability to access additional financing to support our operations; and |
| · | the impact of new or existing laws and regulations on our business and strategy. |
We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate, and financial trends that we believe may affect our business, financial condition, results of operations, and prospects, but these forward-looking statements are not guarantees of future performance or development. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this report, whether as a result of any new information, future events, or otherwise.
There are a number of risks, uncertainties, and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this report, including, among others, those factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K, as updated by information filed in our Forms 10-Q and Forms 8-K. A non-exhaustive summary of principal risk factors that make investing in our securities risky and may cause actual results to differ materially are set forth below:
| · | Our technology continues to be developed, and it is unlikely that we will ever develop our technology to a point at which no further development is required; |
| · | If our security measures are breached or unauthorized access to individually identifiable biometric or other personally identifiable information is otherwise obtained, our reputation may be harmed, and we may incur significant liabilities; |
| · | Our collection, processing, use and disclosure of individually identifiable biometric or other personally identifiable information is subject to evolving and expanding privacy and security regulations; |
| · | Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees; |
| · | Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our software solutions; |
| · | Issues raised by the use of artificial intelligence (including machine learning) in our platforms may result in reputational harm or liability or affect our ability to operate profitably and sustainably; |
| · | We operate in a highly competitive industry that is dominated by multiple very large, well-capitalized market leaders and is constantly evolving; |
| · | Successful infringement claims against us could result in significant monetary liability or prevent us from selling some of our products; |
| · | We rely on other companies to provide certain hardware and software solutions for our products; |
| · | Our Class A common stock is at risk of being delisted from Nasdaq, as further discussed in Part II, Item 1A of this Report; |
| · | We have identified a material weakness in our internal controls over financial reporting, as further discussed in Part I, Item 4 of this Report; |
| · | We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives that are relatively new to us; |
| · | Intellectual property rights do not necessarily address all potential threats to our competitive advantage; |
| · | We have a limited operating history, which may make it difficult for you to evaluate our current business and predict our future success and viability; |
| · | We have historically operated at a loss, which has resulted in an accumulated deficit; |
| · | We anticipate sustaining operating losses for the foreseeable future; |
| · | We will require substantial additional capital to finance our operations, which may not be available to us or only available on terms that are expensive or highly-dilutive to our existing stockholders; |
| · | Raising additional capital may cause dilution to our existing stockholders; |
| · | We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenue; |
| · | An active trading market for our Class A common stock may not be sustained, and the market price of shares of our Class A common stock may be volatile; |
| · | Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Class A common stock; |
| · | Our internal computer systems, or those of any of our manufacturers, contractors, consultants, collaborators or potential future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations; and |
| · | Our operations are vulnerable to interruption by fire, severe weather conditions, power loss, telecommunications failure, terrorist activity, pandemics/epidemics and other events beyond our control, which could harm our business. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.