Sidus Space计划公开发行最多375万股股票

Up to 3,745,318 Shares of Class A Common Stock

Up to 3,745,318 Pre-Funded Warrants to Purchase up to 3,745,318 Shares of Class A Common Stock

Sidus Space, Inc.

We are offering up to 3,745,318 shares of our Class A common stock at an assumed public offering price of $2.67 (which is the last sale price of our Class A common stock as reported by The Nasdaq Capital Market on October 10, 2024) on a firm commitment basis. The actual public offering price per share of Class A common stock will be determined between us and the underwriters at the time of pricing and may be at a discount to this assumed offering price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price of the shares of Class A common stock.

We are also offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Class A common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants to purchase shares of Class A common stock ("Pre-Funded Warrants"), in lieu of shares of Class A common stock. The purchase price of each Pre-Funded Warrant is equal to the price per share of Class A common stock being sold to the public in this offering, minus $0.001. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Class A common stock that we are offering will be decreased on a one-for-one basis.

Our Class A common stock is listed on The Nasdaq Capital Market under the symbol "SIDU". On October 10, 2024, the closing price as reported on The Nasdaq Capital Market was $2.67 per share. There is no established trading market for the Pre-Funded Warrants and we do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.

We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.