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 April 29, 2025

James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA

 Re: Cloudastructure, Inc.
 Registration Statement on Form S-1
 Filed April 21, 2025
 File No. 333-286654
Dear James McCormick:

 We have conducted a limited review of your 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.

Registration Statement on Form S-1 filed April 21, 2025
Prospectus Summary, page 1

1. We note your disclosure in Current Reports on Form 8-K filed on April 1,
2025 and
 April 17, 2025 that you and the Selling Stockholder have entered into
several waiver
 agreements changing the terms of the Securities Purchase Agreement.
Please revise
 your registration statement disclosure to reflect the current terms of
the agreement.
 Please update corresponding disclosure throughout the filing.
Plan of Distribution, page 22

2. We note your disclosure that the Selling Stockholder may sell its
securities in one or
 more underwritten offerings. Please confirm your understanding that the
retention by
 the Selling Stockholder of an underwriter would constitute a material
change to your
 plan of distribution, requiring a post-effective amendment. Refer to
your undertaking
 April 29, 2025
Page 2

 provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
General

3. Footnote 1 to the filing fee table exhibit, filed as Exhibit 107, states
that "an
 indeterminate number of common shares are registered hereunder that may
be issued
 upon conversion of or exchange for any other securities." Please note
that Securities
 Act Rule 416 does not apply to shares issuable upon conversion of
securities where
 the conversion is determined by fluctuating market prices. Please revise
the
 registration statement to register a reasonable good-faith estimate of
the maximum
 number of shares necessary to cover conversions of the Series 2
Convertible Preferred
 Stock. If the estimate turns out to be insufficient, you must file a new
registration
 statement to register the additional shares for resale. For guidance,
consider Question
 213.02 of our Securities Act Rules Compliance and Disclosure
Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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 J. Schoenthaler
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