UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
CLOUDASTRUCTURE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of the Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Explanatory Note
This Amendment No. 1 to the proxy statement of
Cloudastructure, Inc. (the “Company”) filed on July 22, 2025 (the “Proxy Statement”) is being filed
to correct the number of issued and outstanding shares of the Company’s Class A Common Stock (the “Class A Shares”)
set forth in the Proxy Statement. As of the July 9, 2025 record date (the “Record Date”) for the Company’s 2025
Annual Meeting of Stockholders to be held Friday, September 5, 2025, there were 17,758,442 Class A Shares issued and outstanding.
This correction to the number of issued and outstanding
Class A Shares also impacts the number of Class A Shares deemed beneficially owned by Streeterville Capital, LLC set forth in the table
under the heading “Security Ownership of Certain Beneficial Owners.” As of the Record Date, Streeterville Capital, LLC was
deemed to have beneficial ownership of 895,907 Class A Shares.
