SecProbe.io

July 15, 2024
Gregory Q. Jensen
Chief Executive Officer
Novusterra Inc.
12115 Visionary Way
Suite 174
Fishers, IN 46038
Re:Novusterra Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-276911
Dear Gregory Q. Jensen:
            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. Unless we note otherwise,
any references to prior comments are to comments in our March 6, 2024 letter.
Amendment No. 1 to Form S-1 filed June 20, 2024
Cover Page
1.We note your response to our prior comment 27. Please revise your prospectus cover page
to disclose that the selling shareholders will sell the shares of common stock at an initial
fixed price of $1.00 until such shares are quoted on the OTCQB, or another trading
market such as the OTCQX or national securities exchange, at which time they may be
sold at prevailing market prices or in privately negotiated transactions and make
corresponding revisions to your disclosure on page 36. Refer to Item 501(b)(3) of
Regulation S-K.
Prospectus Summary
Our Company, page 4

July 15, 2024
Page 2
2.We note your response to our prior comment 1.  Please clarify, if true, that you intend to
produce Graphene only, which may be used by other parties to manufacture the listed
products. Please also revise your disclosure to describe in detail you plan of operations for
the next 12 months. Disclose any significant steps that must be taken or any significant
future milestones that must be achieved in order to accomplish your objectives, including
your anticipated timeline and expenditures for these events.
3.We note you have filed Exhibit 10.16 in response to prior comment 13.  We further note
that your disclosure states that ARC assigned the exclusive sublicense agreement rights
for the defense and space industries with Kenai to Novusterra.  However, Exhibit 10.16
reflects that Kenai entered into this agreement directly with Novusterra.  Please revise or
advise.
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
4.We note your response to our prior comment 5.  However, as we are unable to locate the
revised disclosure in response to this comment, we re-issue the comment.  Please disclose
whether there is currently a breach of any of the Diligence Milestones and/or payment
obligations under the license agreement between Advanced Carbon Material LLC and
Ohio University.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business, page 16
5.We note your response to our prior comment 7 and re-issue the comment.  Please disclose
the deadlines for each of the Diligence Milestones under the license agreement between
Ohio University and American Resources Corporation.  In this regard, we note your
disclosure on page 11 stating that the Diligence Milestones “include developing a final
design for a pilot facility to exploit the Licensed Product; completion of construction of
the pilot facility; developing a final design for commercial facility to exploit the Licensed
Product; identifying feedstock material sources for the Licensed Product; completing
construction of the commercial facility; obtaining the first commercial sale of product
exploiting the Licensed Product; and obtaining net sales of a minimum of $1,000,000.00”
and that “the deadlines for these various Diligence Milestones run from January 1, 2022,
through January 1, 2026.”
Certain Relationships and Related Transactions, page 30
6.We reissue prior comment 18 in part.  Please file as exhibits to this registration statement,
the convertible promissory notes issued to both Mark Jensen and Steve Segal on October
4, 2022.

July 15, 2024
Page 3
Principal Stockholders, page 32
7.We note that you have two classes of voting securities issued and outstanding.  Please
expand your Principal Stockholders table to provide beneficial ownership for each class of
voting securities before and after the offering and add a column to show the total
percentage of voting power held by each person listed in the table. Refer to Item 403 of
Regulation S-K.
Exhibits
8.We note your response to our prior comment 25 and re-issue it.  Please update your
exhibits to include the exhibits that pertain only to this offering.  Accordingly, please
remove the underwriter's warrant as an exhibit to the registration statement and file an
opinion of counsel as to the legality of the securities covered by
this registration statement.
9.Please reconcile the fee table in Exhibit 107, which indicates a $15 million maximum
aggregate offering amount and no specified number of shares, with the number of shares
to be resold under this S-1 as set forth on the prospectus cover page.
            Please contact Brian McAllister at 202-551-3341 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters. Please
contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Clifford J. Hunt, Esq.