Cloudastructure, Inc.

Item 2.02 Results of Operations and Financial Condition. On August 17, 2026, Cloudastructure, Inc. (the “Company”) issued a press release announcing certain financial results for the quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 20, 2026, on February 17, 2026, the Company received a written notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Company was provided a compliance period of 180 calendar days, or until August 17, 2026, to regain compliance with the minimum bid price requirement. On August 14, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that Nasdaq had determined that for the last 10 consecutive business days, from July 31, 2026 through August 13, 2026, the closing bid price for the Company’s Class A common stock had been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter is now closed.