| | | | | | | | | | | | | | | | | | | | | | |
EDGAR Submission
|
| Header Data: |
| Submission Type: 1-A/A |
| Filer Info: |
| | Live-Test Flag: LIVE |
| | Filer: |
| | | Issuer Credentials: |
| CIK: 1709628 |
| CCC: XXXXXXXX |
| | | Offering File Number: 024-11192 |
| | Flags: |
| | | Since Last Filing? Yes |
| Form Data: |
| Employees Info: |
| | Issuer Name: CLOUDASTRUCTURE, INC. |
| | Jurisdiction Organization: DE |
| | Year Incorporation: 2003 |
| | CIK: 1709628 |
| | Sic Code: 7373 |
| | IRS Num.: 87-0690564 |
| | Full Time Employees: 1 |
| | Part Time Employees: 1 |
| Issuer Info: |
| | Street 1: 55 E 3RD AVE |
| | City: SAN MATEO |
| | State or Country: CA |
| | ZIP Code: 94401 |
| | Phone Number: 650-644-4160 |
| | Connection Name: Jeanne Campanelli |
| | Industry Group: Other |
| | Cash Equivalents: 3,000.00 |
| | Investment Securities: 0.00 |
| | Accounts Receivable: 17,000.00 |
| | Property Plant Equipment: 6,000.00 |
| | Total Assets: 26,000.00 |
| | Accounts Payable: 1,804,000.00 |
| | Long Term Debt: 747,000.00 |
| | Total Liabilities: 2,551,000.00 |
| | Total Stockholder Equity: -2,525,000.00 |
| | Total Liabilities and Equity: 26,000.00 |
| | Total Revenues: 77,000.00 |
| | Cost and Expenses Appl to Revenues: 76,000.00 |
| | Depreciation and Amortization: 0.00 |
| | Net Income: -536,000.00 |
| | Earnings Per Share Basic: -0.01 |
| | Earnings Per Share Diluted: -0.01 |
| | Name Auditor: IndigoSpire CPA Group, LLC |
| Common Equity: |
| | Common Equity Class Name: Common Stock Class A |
| | Outstanding Common Equity: 0 |
| | Common CUSIP Equity: 0000000na |
| | Publicly Traded Common Equity: none |
| Common Equity: |
| | Common Equity Class Name: Common Stock Class B |
| | Outstanding Common Equity: 2980888 |
| | Common CUSIP Equity: 0000000na |
| | Publicly Traded Common Equity: none |
| Preferred Equity: |
| | Preferred Equity Class Name: none |
| | Outstanding Preferred Equity: 0 |
| | Preferred CUSIP Equity: 0000000na |
| | Publicly Traded Preferred Equity: none |
| Debt Securities: |
| | Debt Securities Class Name: SAFEs |
| | Outstanding Debt Securities: 712675 |
| | CUSIP Debt Securities: 0000000na |
| | Publicly Traded Debt Securities: none |
| Debt Securities: |
| | Debt Securities Class Name: Convertible Promissory Notes |
| | Outstanding Debt Securities: 2585712 |
| | CUSIP Debt Securities: 0000000na |
| | Publicly Traded Debt Securities: none |
| Issuer Eligibility: |
| | Certify If True? Yes |
| Application Rule 262: |
| | Certify If Not Disqualified? Yes |
| Summary Info: |
| | Indicate Tier 1 Tier 2 Offering: Tier2 |
| | Financial Statement Audit Status: Audited |
| | Securities Offered Types: Equity (common or preferred stock) |
| | Securities Offered Types: Option, warrant or other right to acquire another security |
| | Offer Delayed Continuous Flag? Yes |
| | Offering Year Flag? Yes |
| | Offering After Qualif Flag? No |
| | Offering Best Efforts Flag? Yes |
| | Solicitation Proposed Offering Flag? No |
| | Resale Securities Affiliates Flag? No |
| | Securities Offered: 85714284 |
| | Outstanding Securities: 0 |
| | Price Per Security: 1.0000 |
| | Issuer Aggregate Offering: 50,000,000.00 |
| | Security Holder Aggegate: 0.00 |
| | Qualification Offering Aggregate: 0.00 |
| | Concurrent Offering Aggregate: 0.00 |
| | Total Aggregate Offering: 50,000,000.00 |
| | Sales Commissions Service Provider Name: Dalmore Group, LLC |
| | Sales Commissions Service Provider Fees: 500,000.00 |
| | Auditor Service Provider Name: IndogoSpire CPA Group, LLC |
| | Auditor Fees: 13,500.00 |
| | Legal Service Provider Name: CrowdCheck Law, LLP / Wilson Sonsini Goodrich & Rosati |
| | Legal Fees: 80,000.00 |
| | Broker Dealer CRD Number: 136352 |
| | Estimated Net Amount: 49,379,000.00 |
| | Clarification Responses: The Company estimates additional expenses comprised of a one-time advance expense allowance of $5,000 and a $22,500 consulting fee payable to Dalmore Group, LLC |
| Juridiction Securities Offered: |
| | Jurisdictions of SEC Offered None? Yes |
| | Issue Juridication Securities Offering: AL |
| | Issue Juridication Securities Offering: AK |
| | Issue Juridication Securities Offering: AZ |
| | Issue Juridication Securities Offering: AR |
| | Issue Juridication Securities Offering: CA |
| | Issue Juridication Securities Offering: CO |
| | Issue Juridication Securities Offering: CT |
| | Issue Juridication Securities Offering: DE |
| | Issue Juridication Securities Offering: FL |
| | Issue Juridication Securities Offering: GA |
| | Issue Juridication Securities Offering: HI |
| | Issue Juridication Securities Offering: ID |
| | Issue Juridication Securities Offering: IL |
| | Issue Juridication Securities Offering: IN |
| | Issue Juridication Securities Offering: IA |
| | Issue Juridication Securities Offering: KS |
| | Issue Juridication Securities Offering: KY |
| | Issue Juridication Securities Offering: LA |
| | Issue Juridication Securities Offering: ME |
| | Issue Juridication Securities Offering: MD |
| | Issue Juridication Securities Offering: MA |
| | Issue Juridication Securities Offering: MI |
| | Issue Juridication Securities Offering: MN |
| | Issue Juridication Securities Offering: MS |
| | Issue Juridication Securities Offering: MO |
| | Issue Juridication Securities Offering: MT |
| | Issue Juridication Securities Offering: NE |
| | Issue Juridication Securities Offering: NV |
| | Issue Juridication Securities Offering: NH |
| | Issue Juridication Securities Offering: NJ |
| | Issue Juridication Securities Offering: NM |
| | Issue Juridication Securities Offering: NY |
| | Issue Juridication Securities Offering: NC |
| | Issue Juridication Securities Offering: ND |
| | Issue Juridication Securities Offering: OH |
| | Issue Juridication Securities Offering: OK |
| | Issue Juridication Securities Offering: OR |
| | Issue Juridication Securities Offering: PA |
| | Issue Juridication Securities Offering: RI |
| | Issue Juridication Securities Offering: SC |
| | Issue Juridication Securities Offering: SD |
| | Issue Juridication Securities Offering: TN |
| | Issue Juridication Securities Offering: TX |
| | Issue Juridication Securities Offering: UT |
| | Issue Juridication Securities Offering: VT |
| | Issue Juridication Securities Offering: VA |
| | Issue Juridication Securities Offering: WA |
| | Issue Juridication Securities Offering: WV |
| | Issue Juridication Securities Offering: WI |
| | Issue Juridication Securities Offering: WY |
| Securities Issued: |
| | Securities Issuer Name: Cloudastructure, Inc. |
| | Securities Issuer Title: Simple Agreement for Future Equity (SAFEs) |
| | Securities Issued Total Amount: 712,675 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 712,675 |
| Securities Issued: |
| | Securities Issuer Name: Cloudastructure, Inc. |
| | Securities Issuer Title: Convertible Promissory Notes |
| | Securities Issued Total Amount: 680,725 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 680,725 |
| Securities Issued: |
| | Securities Issuer Name: Cloudastructure, Inc. |
| | Securities Issuer Title: Common Stock |
| | Securities Issued Total Amount: 30,000,000 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 6000 (0.0002 per share) |
| Unregistered Securities Act: |
| | Securities Act Excemption: Regulation Crowdfunding for SAFEs and Section 4(a)(2) for Common Stock and Convertible Promissory Notes |
