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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 16, 2026
___________________________
CLOUDASTRUCTURE,
INC.
(Exact name of registrant as specified in its
charter)
___________________________
| Delaware |
001-42494 |
87-0690564 |
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
| 228 Hamilton Road |
|
|
| Palo Alto,
California |
|
94301 |
| (Address of principal executive offices) |
|
(Zip Code) |
(650) 644-4160
Registrant’s telephone number, including
area code:
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
___________________________
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
| Title of Class |
|
Trading Symbol |
|
Name of Exchange On Which Registered |
| Class A Common Stock |
|
CSAI |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☒
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 13(a) of the Exchange Act.
| Item 4.01 | Dismissal of Auditor. |
(a) Dismissal
of Auditor
The Audit Committee of
the Board of Directors (the “Audit Committee”) of Cloudastructure, Inc., a Delaware corporation (the “Company”),
in connection with carrying out its appointed duties and responsibilities, conducted a review to determine the Company’s independent
registered public accounting firm for the Company’s 2026 fiscal year. On April 16, 2026, upon the recommendation of the Audit Committee,
the Board of Directors of the Company approved the dismissal of Bush & Associates CPA LLC (“Bush & Associates”)
as the Company’s independent registered public accounting firm.
Bush & Associates audited the Company’s
financial statements, including its consolidated balance sheets as of December 31, 2025, and 2024, and the related consolidated statements
of operations, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as
the “Financial Statements”). The audit reports of Bush & Associates on the Financial Statements did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years
ended December 31, 2025, and 2024, and the subsequent interim period through April 16, 2026, there were no disagreements with Bush
& Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Bush & Associates, would have caused Bush & Associates to make reference
to the subject matter of the disagreements in connection with its reports.
During the fiscal years
ended December 31, 2025, and 2024, and the subsequent interim period through April 16, 2026, there were no events of the type listed in
paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.
The Company furnished
Bush & Associates with a copy of the disclosures in this Current Report on April 16, 2026, and requested that Bush & Associates
furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made in this Current Report and,
if not, stating the respects in which it does not agree. A copy of Bush & Associates’ letter to the SEC is filed as Exhibit
16.1 to this Current Report.
(b) Engagement
of Auditor
On April 16, 2026, the
Company engaged TAAD LLP (“TAAD”) as its new independent registered public accounting firm beginning with the quarter
ending March 31, 2026, and year ending December 31, 2026. The change in the Company’s independent registered public accounting
firm was recommended by the Audit Committee and approved by the Board of Directors. During the fiscal years ended December 31, 2025, and
2024, and the subsequent interim period through April 16, 2026, neither the Company nor anyone on its behalf consulted with TAAD regarding
either (i) the application of accounting principles to a specific transaction, either completed or proposed; (ii) the type of audit opinion
that might be rendered on the Company’s consolidated financial statements; or (iii) any matter that was the subject of a disagreement,
as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of
Regulation S-K.
The Company provided TAAD a copy of this Current
Report and requested TAAD to review the disclosure contained in this Current Report before it is filed with the SEC. The Company also
provided TAAD the opportunity to furnish us with a letter addressed to the SEC containing any new information, clarification of the expression
of the Company’s views stated in this Current Report, or the respects in which TAAD disagrees with the statements made in this
Current Report. TAAD has advised the Company that it has reviewed the disclosures in this Current Report and has no basis upon which
to submit such a letter addressed to the SEC.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
|
Document |
| 16.1 |
|
Letter to the Securities & Exchange Commission from Bush & Associates CPA LLP |
| 104 |
|
Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 22, 2026
| |
CLOUDASTRUCTURE, INC. |
| |
|
|
| |
By: |
/s/ Greg Smitherman |
| |
|
Greg Smitherman |
| |
|
Chief Financial Officer |
| |
|
(Principal Financial Officer and
Principal Accounting Officer)
|
