Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS

OF

SERIES 2 CONVERTIBLE PREFERRED STOCK

OF

CLOUDASTRUCTURE, INC.

(Pursuant to Section 242 of the

Delaware General Corporation Law)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Cloudastructure, Inc. (the “Corporation”), a corporation organized and existing under the DGCL, does hereby certify that:

1.       The Corporation’s Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on October 24, 2024. The Certificate of Incorporation authorizes the Corporation’s Board of Directors (the “Board of Directors”) to issue shares of preferred stock, par value $0.0001 per share, in one or more series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof.

2.       The Board of Directors previously adopted a resolution authorizing the creation and issuance of a series of preferred stock designated as Series 2 Convertible Preferred Stock, and an Amended and Restated Certificate of Designations of Preferences and Rights of Series 2 Convertible Preferred Stock (the “Amended and Restated Certificate of Designations”) was filed with the Secretary of State of the State of Delaware on June 29, 2026.

3.       On July 28, 2026, the Board of Directors duly adopted a resolution approving and authorizing this Certificate of Amendment to the Amended and Restated Certificate of Designations (this “Certificate of Amendment”).

4.       On July 28, 2026, the holders of a majority of the then outstanding shares of Series 2 Convertible Preferred Stock, acting by written consent in lieu of a meeting in accordance with Section 228 of the DGCL, approved and adopted this Certificate of Amendment, as required by Section 11(a) of the Amended and Restated Certificate of Designations.

5.       Pursuant to Article IV(b)(iii)(B) of the Certificate of Incorporation, the holders of the Class A Common Stock and Class B Common Stock are not entitled to vote on this Certificate of Amendment because it relates solely to the terms of one or more outstanding series of Preferred Stock, and the holders of such affected series are entitled to vote thereon pursuant to the Amended and Restated Certificate of Designations and the DGCL.

6.       This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors by the Certificate of Incorporation and the DGCL, the Amended and Restated Certificate of Designations is hereby amended as follows:

AMENDMENT

1.       Section 7 of the Amended and Restated Certificate of Designations is hereby amended by adding a new subsection (f) immediately following the existing subsection (e), to read in its entirety as follows:

“(f)     Adjustment for Stock Splits, Stock Dividends, Combinations and Similar Events. If, at any time while any shares of Series 2 Stock remain outstanding, the Corporation effects, or fixes a record date for, any stock split, reverse stock split, stock dividend, subdivision, combination, reclassification, recapitalization or other similar transaction with respect to the Class A Stock that increases or decreases the number of issued and outstanding shares of Class A Stock, then the Fixed Conversion Price in effect immediately before the applicable effective time or record date, as applicable, shall be proportionately adjusted so that the number of shares of Class A Stock issuable upon conversion of the same Conversion Amount immediately after such transaction equals the number of shares of Class A Stock that would have been issuable upon conversion of such Conversion Amount immediately before such transaction, adjusted to give effect to such transaction as if such Conversion Shares had been issued and outstanding immediately before such effective time or record date.

Without limiting the generality of the foregoing, in the event of a reverse stock split or combination of the outstanding shares of Class A Stock, the Fixed Conversion Price shall be increased in the same proportion as the number of issued and outstanding shares of Class A Stock is decreased; and in the event of a stock split, stock dividend or subdivision of the outstanding shares of Class A Stock, the Fixed Conversion Price shall be decreased in the same proportion as the number of issued and outstanding shares of Class A Stock is increased. Any adjustment under this Section 7(f) shall become effective immediately upon the effective time of the applicable reverse stock split, stock split, combination, subdivision, reclassification, recapitalization or similar transaction, or, in the case of any stock dividend or similar distribution of Class A Stock, immediately after the record date for determining holders of Class A Stock entitled to receive such dividend or distribution.

For purposes of calculating any adjustment under this Section 7(f), the Fixed Conversion Price shall be adjusted according to the following formula:

NCP = OCP × (OB / OA)

where:

“NCP” means the Fixed Conversion Price in effect immediately after giving effect to the adjustment;

“OCP” means the Fixed Conversion Price in effect immediately before giving effect to the adjustment;

“OB” means the number of issued and outstanding shares of Class A Stock immediately before giving effect to the applicable transaction; and

“OA” means the number of issued and outstanding shares of Class A Stock immediately after giving effect to the applicable transaction.

For the avoidance of doubt, if the Corporation effects a one-for-N reverse stock split of the Class A Stock, the Fixed Conversion Price shall be multiplied by N. If, as a result of any reclassification, recapitalization or other similar transaction not otherwise addressed by Section 6(b), the Class A Stock is converted into, exchanged for or otherwise changed into the right to receive other securities, cash or other property, then each Series 2 Holder shall thereafter have the right to receive, upon conversion of the Series 2 Stock, the kind and amount of securities, cash or other property that such Series 2 Holder would have received if the Conversion Shares issuable upon conversion of such Series 2 Stock immediately prior to such transaction had been issued and outstanding immediately prior to such transaction, subject to the other terms of this Certificate of Designations. No adjustment under this Section 7(f) shall be deemed to waive, modify or limit any approval, consent or voting right of any Series 2 Holder or Required Holder under this Certificate of Designations, including Section 12(j).

Whenever the Fixed Conversion Price is adjusted pursuant to this Section 7(f), the Corporation shall promptly deliver to each Series 2 Holder a written notice setting forth the Fixed Conversion Price after such adjustment, a brief statement of the facts requiring such adjustment and the calculation of such adjustment. Failure to deliver such notice shall not affect the automatic operation of any adjustment under this Section 7(f).”

2.       Section 14(h) of the Amended and Restated Certificate of Designations is hereby amended and restated in its entirety to read as follows:

“(h)     “Fixed Conversion Price” means $0.40 per share of Class A Stock, as adjusted from time to time pursuant to Section 7(f) or this Section 14(h). In the event the Corporation issues any Class A Stock or any warrant, option or other right to receive Class A Stock (other than from conversions of Series 1 Stock) at a price per share lower than the Fixed Conversion Price then in effect, then the Fixed Conversion Price shall automatically be reduced to such lower price.”

GENERAL PROVISIONS

This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware. Except as specifically amended hereby, the Amended and Restated Certificate of Designations shall remain in full force and effect and is hereby ratified and confirmed in all respects. In the event of any inconsistency between the provisions of this Certificate of Amendment and the Amended and Restated Certificate of Designations, the provisions of this Certificate of Amendment shall control.

All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Certificate of Designations.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this 28th day of July, 2026, and such officer does hereby affirm, under penalties of perjury, that this Certificate of Amendment is the act and deed of the Corporation and that the facts stated herein are true.

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CLOUDASTRUCTURE, INC.

Cloudastructure, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is Cloudastructure, Inc. (the “Corporation”). The Corporation was incorporated pursuant to the General Corporation Law of the State of Delaware by the filing of its original Certificate of Incorporation on March 28, 2003 (as amended and restated, including by the Second Amended and Restated Certificate of Incorporation filed on October 24, 2024, the “Certificate of Incorporation”);

SECOND: In accordance with Section 242 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation duly adopted resolutions setting forth and approving a proposed amendment to the Certificate of Incorporation (the “Amendment”), declaring said Amendment to be advisable and in the best interests of the Corporation, and directing that the Amendment be submitted to the stockholders of the Corporation for their approval. The resolution setting forth the Amendment is as follows:

RESOLVED, that the Certificate of Incorporation be amended by changing subsection (a) of Article IV thereof so that, as amended, said subsection (a) of Article IV shall be as follows:

The Corporation shall not issue any fractional shares of Class A Common Stock or Class B Common Stock in the Reverse Stock Split. All shares of each applicable class held by a holder immediately prior to the Reverse Split Effective Time shall be aggregated on a class-by-class basis before determining whether the Reverse Stock Split would result in a fractional share. For purposes of the preceding sentence, a “holder” means a holder of record; provided that shares held of record by Cede & Co. or another nominee for The Depository Trust Company shall be treated in accordance with The Depository Trust Company’s procedures at the DTC participant level, and not at the beneficial-owner, customer, account, or lot level. After giving effect to the foregoing aggregation, if the Reverse Stock Split would result in a holder being entitled to a fractional share of Class A Common Stock or Class B Common Stock, the Corporation shall round up such fractional share to the nearest whole share of the applicable class; provided that no holder shall be entitled to receive more than one additional whole share of Class A Common Stock or one additional whole share of Class B Common Stock, as applicable, in lieu of fractional shares with respect to all shares of such class held by such holder.

Each certificate that immediately prior to the Reverse Split Effective Time represented shares of Old Class A Common Stock or Old Class B Common Stock (collectively, the “Old Certificates”), and each uncertificated share or book-entry position that immediately prior to the Reverse Split Effective Time represented shares of Old Class A Common Stock or Old Class B Common Stock (collectively, the “Old Book-Entry Shares”), shall, following the Reverse Split Effective Time, represent that number of shares of Class A Common Stock or Class B Common Stock, as applicable, into which such shares shall have been combined, subject to the elimination of fractional share interests as described above. The adjustment of Old Book-Entry Shares, including any shares held through The Depository Trust Company or its nominee, shall be effected through the records of the Corporation’s transfer agent and, as applicable, in accordance with The Depository Trust Company’s procedures.

THIRD: That the Amendment was duly adopted by the Board of Directors of the Corporation and approved by the holders of the requisite number of shares of the Corporation’s outstanding capital stock entitled to vote thereon at a meeting of stockholders held on July 15, 2026, in accordance with the provisions of Sections 211 and 242 of the General Corporation Law of the State of Delaware.

FOURTH: This Certificate of Amendment shall become effective at 12:01 a.m. Eastern Time on July 31, 2026 in accordance with Section 103(d) of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed on this 28th day of July, 2026.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Cloudastructure Announces Reverse Stock Split

Palo Alto, Calif. — July 28, 2026 — Cloudastructure, Inc. (Nasdaq: CSAI), a provider of AI-powered video surveillance, remote monitoring, and cloud-based security analytics, today announced that its stockholders have approved, and the Company intends to effect, a reverse stock split of its Class A Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-30, to become effective on July 31, 2026.

Following the reverse stock split, the Common Stock will continue to trade on the Nasdaq Capital Market under the symbol “CSAI,” with a new CUSIP number of 18912E306. No fractional shares will be issued in connection with the reverse stock split. Any fractional shares will be rounded up to the nearest whole share. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, warrants and other convertible securities, as well as to the applicable exercise or conversion prices.

The reverse stock split is intended to increase the per share trading price of the Common Stock in order to regain and maintain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The Company’s transfer agent, Transfer Online, Inc., is acting as exchange agent for the reverse stock split. Stockholders holding shares in book-entry form or through a bank, broker or other nominee are not required to take any action in connection with the reverse stock split.

About Cloudastructure

Headquartered in Palo Alto, California, Cloudastructure’s patented, advanced, award-winning security platform utilizes a scalable cloud-based architecture that features cloud video surveillance with proprietary, state-of-the-art AI/ML analytics, and a seamless remote guarding solution. The combination enables enterprise businesses to achieve proactive, end-to-end security, and pairs that platform with an attractive value proposition that eschews proprietary hardware and offers contract-free, month-to-month pricing and unlimited 24/7 support. With Cloudastructure, companies can achieve unparalleled situational awareness in real time and thereby stop crime as it is happening, while simultaneously achieving up to a 75% lower Total Cost of Ownership than other systems. For more information, visit https://www.cloudastructure.com/.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered forward-looking. Any forward-looking statement expressing an expectation or belief as to one or more future events is expressed in good faith and believed to be reasonable. However, these statements are not guarantees of future events and involve risks, uncertainties and other factors beyond our control including our ability to effect the reverse stock split on the expected terms and within the expected timeframe, whether the reverse stock split will have the intended effect of increasing the per share trading price of our Common Stock or enabling us to regain and maintain compliance with Nasdaq’s minimum bid price requirement, and general market and economic conditions. We caution you against relying on any of the forward-looking statements in this release, as actual outcomes and results may differ materially from what is expressed in any forward-looking statement. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform them to actual results or revised expectations.

Media Contact

Kathleen Hannon, Sr. Communications Director

Cloudastructure, Inc.

704.574.3732

[email protected]

Investor Contact

Valter Pinto, Managing Director

KCSA Strategic Communications

212.896.1254

[email protected]