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United States securities and exchange commission logo
March 6, 2024
Gregory Q. Jensen
Chief Executive Officer
Novusterra Inc.
12115 Visionary Way
Suite 174
Fishers, IN 46038
Re:Novusterra Inc.
Registration Statement on Form S-1
Filed February 7, 2024
File No. 333-276911
Dear Gregory Q. Jensen:
            We have reviewed 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.
Form S-1 filed February 7, 2024
Our Company, page 4
1.We note your disclosure that "[c]urrently, the Company is developing application specific
graphene products from carbon-based waste streams."  Please revise your disclosure to
describe in more detail what you mean by "application specific graphene products" and
whether you have commenced the production of such products.  If you have not begun
production, clarify the extent to which you have commenced operations.
2.We note your disclosure indicating that pursuant to your Graphene Development
Agreement with American Resources Corporation, you agreed to raise funds through an
initial public offering to build a manufacturing facility.  Please revise your disclosure to
clarify that you did not raise funds through an initial public offering.
3.You disclose that you have signed a lease agreement with American Resources
Corporation to lease land to build a graphene manufacturing facility and that the lease

 FirstName LastNameGregory Q.  Jensen
 Comapany NameNovusterra Inc.
 March 6, 2024 Page 2
 FirstName LastName
Gregory Q.  Jensen
Novusterra Inc.
March 6, 2024
Page 2
payments will accrue until you have received proceeds from "outside funding
mechanisms."  Please disclose when you entered into the agreement, the amount that has
accrued under the terms of the agreement and file the agreement as an exhibit to the
registration statement.  In addition, please disclose the anticipated source of the additional
proceeds.
The Offering, page 7
4.We note your disclosure that you have filed an application to list your shares of common
stock on the Nasdaq Capital Market. Please disclose, if true, that there is no assurance that
your application will be approved and include related risk factor disclosure.
Risk Factors
Our planned Graphene production facility in Kentucky depends on the Exclusive Rights of
patented technology that we have acquired from ARC, page 10
5.With respect to the license agreement between Advanced Carbon Material LLC and Ohio
University, we note your disclosure that the breach of any Diligence Milestones and/or
payment obligations could result in termination of the license agreement and your
corresponding sublicense. If there is currently a breach of any of the Diligence Milestones
and/or payment obligations under the license agreement, please disclose such information
in this risk factor.
Risk Factors
Our Company is a newly started business and may contain the ordinary risks all new businesses
have to go through in the early years, page 10
6.Please revise this risk factor to quantify the losses you have incurred since inception.
Description of Business, page 13
7.Please disclose the deadlines for each of the Diligence Milestones under the license
agreement between Ohio University and American Resources Corporation.
Results of Operations, page 16
8.Please revise to include a comparative discussion for your results of operations for the full
fiscal years covered by the financial statements in your amended filing. See Item
303(b)(2) and Instructions 1 through 3 to paragraph (b) of Regulation S-K.
9.On page 17 you disclose that you are leasing for $5,151 per month, land and the right to
use various buildings in proximity to carbon feedstock and that you plan to accrue the
rental expenses to be paid only after receiving the proceeds from this offering. Please tell
us your accounting treatment for the lease(s) and how it complies with the guidance in
ASC 842.

 FirstName LastNameGregory Q.  Jensen
 Comapany NameNovusterra Inc.
 March 6, 2024 Page 3
 FirstName LastName
Gregory Q.  Jensen
Novusterra Inc.
March 6, 2024
Page 3
Liquidity and Capital Resources, page 17
10.Expand to include a discussion of the period-to-period material matters that impacted your
cash provided by financing activities and cash used in operating activities. Expand the
discussion of cash flows to address the primary drivers of and other material factors
necessary to an understanding of the company's cash flows. The discussion should focus
on the underlying reasons for the changes, as well as on their reasonably likely impact on
future cash flows and cash management decisions. The discussion and analysis of liquidity
should focus on material changes in operating, investing and financing cash flows, as
depicted in the statement of cash flows, and the reasons underlying those changes. See
Section IV.B of SEC Release No. 33-8350 issued on December 19, 2003.
11.Please expand the disclosure on page 17 to include a description for the underlying nature
of and reason that you estimate you will incur an administration fee of $50,000 per month.
Liquidity and Capital Resources, page 17
12.We note your disclosure that you are "in the process of obtaining additional debt financing
of $500,000 to $5,000,000 from outside private equity partners."  Please revise to disclose
whether you have any commitments in place for such debt financing, and the material
terms of any such agreements.
13.We note your disclosure regarding the American Resources Corporation exclusive
sublicense with Kenai Defense Company, LLC and your disclosure that American
Resources has assigned the exclusive sublicense agreement rights to Novusterra. Please
file as exhibits the ARC exclusive sublicense agreement and the assignment of the
agreement to Novusterra. Refer to Item 601(b)(10) of Regulation S-K.
14.We note your discussion regarding the “DOD contract” that was signed August 23, 2022,
and your reference to the “Air Force contract.” Please revise to clarify the parties to each
such agreement, any material rights and obligations of the registrant under each such
agreement, and the term and termination provisions of each such agreement. For example,
we note that it appears that the consulting agreement filed as Exhibit 10.7 will terminate
on September 30, 2024.
15.We note the research agreement with Texas Tech University filed as Exhibit 10.14. Please
revise to disclose the material terms of such agreement.
Plan of Operation, page 17
16.You state that you "plan to accrue the rental expenses to be paid only after we receive the
proceeds from this offering."  Please revise to clarify that you will not receive any
proceeds from this offering.

 FirstName LastNameGregory Q.  Jensen
 Comapany NameNovusterra Inc.
 March 6, 2024 Page 4
 FirstName LastName
Gregory Q.  Jensen
Novusterra Inc.
March 6, 2024
Page 4
Executive Compensation, page 23
17.Please update your disclosure to include the information required by Item 402 of
Regulation S-K for the fiscal year ended December 31, 2023.
Certain Relationships and Related Transactions, page 25
18.We note your disclosure on page F-11 stating that on or about October 4, 2022, the
Company issued a convertible promissory note to Mark Jensen for the principal sum of
$125,000 with a maturity date of April 4, 2024.  Please revise your disclosure to reflect
the issuance and terms of this convertible promissory note.  Please also file as exhibits to
this registration statement, the convertible promissory notes issued to both Mark Jensen
and Steve Segal.
Principal Stockholders, page 27
19.Please update your disclosure regarding your principal stockholders to provide the
information required by Item 403 of Regulation S-K as of the most recent practicable date.
In addition, please disclose each beneficial owner of more than five percent of any class of
the registrant's voting securities.
Selling Security Holders, page 28
20.Footnote (1) indicates that the column assumes all shares being registered by each selling
shareholder will be sold after this offering.  However, the amounts included in the column
include the total number of shares held by such selling stockholder. We also note a similar
issue in your Principal Stockholders table. Please revise to reconcile your disclosures.
Financial Statements
Statement of Operations, page F-3
21.We note you have presented a separate line item for stock based compensation. Please
revise to classify stock based compensation into respective expense captions where related
compensation costs are ordinarily classified. Refer to the guidance of SAB Topic 14.F.
Balance Sheets, page F-19
22.We note that you report $257,327 of other current liabilities which represent 50%
of current liabilities as of December 31, 2022. Please state separately, in the balance sheet
or in a note thereto, any item in excess of 5 percent of total current liabilities as required
by Rule 5.02.20 of Regulation S-X for the periods presented.

 FirstName LastNameGregory Q.  Jensen
 Comapany NameNovusterra Inc.
 March 6, 2024 Page 5
 FirstName LastName
Gregory Q.  Jensen
Novusterra Inc.
March 6, 2024
Page 5
Notes to the Financial Statements for fiscal years ended December 31, 2022 and December 2021
3. Intangible Assets, page F-27
23.You determined the fair value for the exclusive sublicense for the patented rights relating
to the manufacture of Graphene using a Section 409A valuation of the company’s stock as
of August 30, 2022. Regarding the valuation method and its application, please tell us how
you complied with the disclosure requirements of ASC 820-10-50-2(bbb) as it pertains to
nonrecurring fair value measurements.
24.We note your disclosure on page 16 that for the Exclusive Rights, you issued ARC
4,000,000 common shares of the Company with an estimated valuation of $1,784,000.
The valuation of the stock is based on a 409a valuation completed by an independent third
party, Doty Scott Enterprises, Inc. Please revise to include the consent of Doty Scott
Enterprises, Inc.
Exhibits
25.Please update your exhibits to include the exhibits that pertain to this offering.  In this
regard, we note that you include an underwriter's warrant.  In addition, please file as an
exhibit an opinion of counsel as to the legality of the securities covered by
this registration statement.
General
26.We note the nature of the offering and size of the transaction relative to the number of
outstanding shares held by non-affiliates. Please provide us with an analysis of your basis
for determining that it is appropriate to characterize the transaction as a secondary offering
under Securities Act Rule 415(a)(1)(i). For guidance, please see Question 612.09 of the
Securities Act Rules Compliance and Disclosure Interpretations.
27.We note your disclosure that the selling shareholders may sell their shares at prevailing
market or privately negotiated prices.  We further note that there is no public market for
your common stock and that you intend to apply to list your common stock on the Nasdaq
Capital Market. If this offering proceeds as a secondary offering under Rule 415(a)(1)(i),
please revise your prospectus cover page, and elsewhere as appropriate, to disclose an
initial fixed price or bona fide price range at which the shares of your common stock will
be sold until such shares are listed on a national securities exchange or quoted on a trading
market such as OTCQX or OTCQB, at which time they may be sold at prevailing market
prices or in privately negotiated transactions.  Refer to Item 501(b)(3) of Regulation S-K.
            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.

 FirstName LastNameGregory Q.  Jensen
 Comapany NameNovusterra Inc.
 March 6, 2024 Page 6
 FirstName LastName
Gregory Q.  Jensen
Novusterra Inc.
March 6, 2024
Page 6
            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 Brian McAllister, Staff Accountant, at 202-551-3341 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters. Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-
551-3844 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Clifford J. Hunt, Esq.