Cloudastructure (CSAI) files Form 12b-25 seeking 10-Q extension — May 18, 2026

Rhea-AI Filing Summary

Cloudastructure, Inc. filed a Form 12b-25 notifying the SEC it could not timely file its quarterly report for the period ended March 31, 2026. The company states it seeks the short extension allowed under Rule 12b-25 and references Annex A for details, and discloses its expectation about accounting treatment for outstanding Series 2 Convertible Preferred Stock.

The notice is signed by Greg Smitherman, Chief Financial Officer, dated May 18, 2026. The filing includes forward-looking disclaimers and identifies the Company’s contact phone number for this notification.

Key Figures

Period ended: March 31, 2026 Notification date: May 18, 2026 SEC file number: 001-42494 +4 more

7 metrics

Period ended March 31, 2026 subject report period

Notification date May 18, 2026 Form 12b-25 signature date

SEC file number 001-42494 cover header

CUSIP 18912E207 cover header

Extension allowed for 10-Q 5 calendar days Rule 12b-25 allowance for quarterly reports

Contact phone (650) 644-4160 registrant contact for notification

Mentioned instrument Series 2 Convertible Preferred Stock accounting treatment under review

Key Terms

Form 12b-25, Rule 12b-25, Series 2 Convertible Preferred Stock

3 terms

Form 12b-25 regulatory

"filed a Form 12b-25 notifying the SEC it could not timely file"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Series 2 Convertible Preferred Stock financial

"accounting treatment for its outstanding Series 2 Convertible Preferred Stock"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SEC FILE NUMBER: 001-42494

CUSIP NUMBER: 18912E207

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☒	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Cloudastructure, Inc.

Full Name of Registrant

Former Name if Applicable

3000 El Camino Real, Bldg 4, Ste 200

Address of Principal Executive Office (Street and Number)

Palo Alto, CA 94306

City, State, Zip Code

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PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

See Annex A attached hereto, incorporated herein by reference.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Greg Smitherman		650		644-4160
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yes ☐ No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Cloudastructure, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 18, 2026		By:	/s/ Greg Smitherman
				Name: Greg Smitherman Title: Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

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Annex A to Form 12b-25

PART III – NARRATIVE

Cloudastructure, Inc., a Delaware corporation (the “Company”), was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter period ended March 31, 2026 (“Q1 2026”), on or prior to its original due date, May 15, 2026, for the reason set forth below.

The Company requires additional time to review and confirm the accounting treatment for its outstanding shares of Series 2 Convertible Preferred Stock. The Company expects and intends that this process will be completed in time for the Company to file the Form 10-Q no later than the fifth calendar day following the prescribed due date. It is possible the finalization of this analysis could result in a change to the method in which the Company is accounting for its outstanding shares of Series 2 Convertible Preferred Stock.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Form 12b-25, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This specifically includes the Company’s expectation regarding the accounting treatment for its outstanding shares of Series 2 Convertible Preferred Stock.

These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties, which could cause actual results to differ from those stated or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary from those indicated or anticipated by such forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ from such forward-looking statements include, among others, the completion of the Company’s analysis regarding such accounting treatment, the possibility that the Company will not be able to file its Form 10-Q within the five-day extension permitted by the rules of SEC, the occurrence of subsequent events, and other risk factors detailed from time to time in the Company’s reports filed with the SEC. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this Form 12b-25. The Company expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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FAQ

What does Cloudastructure's NT 10-Q (Form 12b-25) mean for CSAI shareholders?

It notifies investors that the company could not file its Form 10-Q on time for the period ended March 31, 2026. The filing requests the short extension under Rule 12b-25 and explains that additional details are provided in Annex A.

How long of an extension does Rule 12b-25 permit for a late Form 10-Q filing?

For a quarterly report like the Form 10-Q, Rule 12b-25 permits an extension of up to five calendar days following the prescribed due date. Cloudastructure indicates it seeks relief under that rule in the notification.

Who signed Cloudastructure's late filing notice and how can they be contacted?

The Form 12b-25 is signed by Greg Smitherman, Chief Financial Officer, dated May 18, 2026. The listed contact telephone number for the notification is (650) 644-4160 in the filing.

Does the notice disclose any accounting matters of note for CSAI?

Yes, the filing specifically references the company’s expectation regarding the accounting treatment for its outstanding Series 2 Convertible Preferred Stock and states completion of analysis is pending.