SecProbe.io

November 1, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 24, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Form on S-1 filed October 24, 2024
Capitalization, page 28
1.Please give pro forma effect to the conversion of all outstanding shares of Class B
common stock on a one-for-one basis into shares of Class A common stock.
2.Please tell us your calculations giving effect to the 1-for-6 reverse stock split of Class
A and Class B shares issued and outstanding as of June 30, 2024.
Principal and Registered Stockholders, page 67
Please revise your beneficial ownership and registered stockholder disclosure to
address the following issues:
•Please revise your disclosure to explain how your shareholders beneficially own
more than 100% of your voting power.3.

November 1, 2024
Page 2
•Your footnote (9) disclosure regarding a Standstill Agreement not to acquire more
than 49% of your voting power is not consistent with the tabular disclosure that
the registered stockholder beneficially owns 83.4% of your voting power. Please
revise or advise.
•The tabular disclosure appears to reflect that shares of Class B Common Stock are
being registered for resale as shares of Class A Common Stock. Please revise your
disclosure to correct or explain this. In this regard, we note there is no disclosure
in the registration statement regarding the convertibility of shares of Class B
Common Stock into shares of Class A Common Stock.
Report of Independent Registered Public Accounting Firm, page F-2
4.Please have your independent auditor provide a revised audit report to include a dual
date for the reverse stock split effected on October 24, 2024 in accordance with
PCAOB - Auditor Reporting, at paragraph .05 of AS 3110, or explain why a
revised audit report is not required.
Balance Sheet, page F-3
5.Please revise the presentation of your equity shares in the December 31, 2023 and
June 30, 2024 financial statements and elsewhere in your filing to retrospectively
restate the number of shares to reflect the reverse split. Refer to the guidance in SAB
Topic 4C and FASB ASC 505-10-S99-4. Additionally, include disclosures where
appropriate in the filing confirming that the reverse stock split has been
retrospectively applied for all periods presented
Notes to the Financial Statements
Note 8 - Subsequent Events, page F-13
6.Please provide disclosures about the reverse stock split, effected on October 24, 2024,
in the subsequent events note here and in note 10 to the unaudited interim financial
statements for the period ended June 30, 2024.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler